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ARC ENERGY TRUST ANNUAL REPORT 2005

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2005 AN N UAL R E PORT


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Message to Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 10 Themes for 2006 Commodity Prices. . . . . . . . . . . . . . . . . . 8 Promising Future - Enhanced Oil Recovery . . . . . . . . . . . . . .10 Review of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12 Health, Safety and Environment . . . . . . . . . . . . . . . . . . . . . . . .18

Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20 Management’s Discussion and Analysis . . . . . . . . . . . . . . . . .28 Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .51 Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . .55 Notes to Consolidated Financial Statements . . . . . . . . . . . . .58

INTRODUCTION

Since inception our message and our mission have been consistent: utilize our excellent managerial and technical expertise to maximize value to our unitholders. We have done this through the acquisition and development of a portfolio of high quality, long-life assets. We have built a team that has the skills required to manage and exploit our asset base for the benefit of our unitholders.

AR 2005

ARC Energy Trust, located in Calgary, Alberta is one of Canada’s largest conventional oil and gas royalty trusts. As an operating oil and gas company structured as a royalty trust, we acquire and develop long-life, lower declining oil and gas properties in western Canada. Our unitholders receive a monthly cash distribution from the Trust’s producing oil and gas assets owned by ARC Resources Ltd.

PROMISING FUTURE ARC WILL CONTINUE TO MANAGE ITS BUSINESS TO PROVIDE UNITHOLDERS WITH SUPERIOR RETURNS OVER THE LONG-TERM.

This 2005 Annual Report contains forward-looking statements that may be identified by words like “outlook,” “estimates” and similar expressions. These forward-looking statements are based on certain assumptions that involve a number of risks and uncertainties and are not guarantees of future performance. Actual results could differ materially as a result of changes to ARC’s plans, the impact of changes in commodity prices, general economic, market and business conditions as well as production development and operating performance and other risks associated with oil and gas operations. 1


FINANCIAL HIGHLIGHTS

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ARC ENERGY TRUST 2005 FINANCIAL HIGHLIGHTS Year ended December 31

2005

2004

1,165,197 6.10 56.75 639,511 3.35 31.15 356,935 1.90 376,566 1.99 59% 578,086

901,782 4.85 43.32 448,033 2.41 21.58 241,690 1.32 329,977 1.80 74% 264,842

23,282 173,800 4,005 56,254

22,961 178,309 4,191 56,870

61.11 8.96 56.54

47.03 6.78 43.13

56.75 (0.70) (11.46) (6.93) 37.66

43.32 (0.71) (8.51) (6.71) 27.39

FINANCIAL (Cdn$ thousands, except per unit, per boe and per cent amounts)

Revenue before royalties Per unit (1) Per boe (5) Cash flow (2) Per unit (1) Per boe (5) Net income Per unit (8) Cash distributions Per unit (8) Payout ratio Net debt outstanding (3) OPERATING Production Crude oil (bbl/d) Natural gas (mcf/d) Natural gas liquids (bbl/d) Total (boe/d) (5) Average prices Crude oil ($/bbl) Natural gas ($/mcf) Oil equivalent ($/boe) (5) Netback ($/boe) (5) Commodity and other revenue (before hedging) Transportation costs Royalties Operating costs Netback (before hedging) (1) (2)

(3)

2

Per unit amounts are based on weighted average units plus units issuable for exchangeable shares at year end. Management uses cash flow to analyze operating performance and leverage. Cash flow as presented does not have any standardized meaning prescribed by Canadian GAAP and therefore it may not be comparable with the calculation of similar measures for other entities. Cash flow as presented is not intended to represent operating cash flow or operating profits for the period nor should it be viewed as an alternative to cash flow from operating activities, net earnings or other measures of financial performance calculated in accordance with Canadian GAAP. All references to cash flow throughout this report are based on cash flow before changes in non-cash working capital and expenditures on site restoration and reclamation. The net debt outstanding excludes amounts related to commodity and foreign exchange contracts.


FINANCIAL HIGHLIGHTS

AR 2005

Year ended December 31 RESERVES (7)

2005 Gross Reserves

Proved reserves Crude oil and NGLs (mbbl) Natural gas (bcf) Total oil equilavent (mboe) Proved plus probable reserves Crude oil and NGLs (mbbl) Natural gas (bcf) Total oil equivalent (mboe) FINDING, DEVELOPMENT AND ACQUISITION COSTS ($/boe) (6) Including Future Development Capital Current year Three year average Excluding Future Development Capital Current year Three year average TRUST UNITS (thousands) Units outstanding, end of year Units issuable for exchangeable shares Total units outstanding and issuable for exchangeable shares, end of year Weighted average units (4)

2005

2004

Company Interest Reserves

129,169 582.6 226,273

129,745 595.7 229,033

95,734 589.4 193,973

162,695 726.6 283,795

163,385 741.7 286,997

123,226 724.5 243,974

16.09 13.50

19.14 11.65

13.64 11.00

13.76 9.30

199,104 2,935

185,822 2,982

202,039 188,237

188,804 183,123

27.58 16.55 26.49 656

17.98 13.50 17.90 420

TRUST UNIT TRADING STATISTICS (Cdn$, except volumes) based on intra-day trading

High Low Close Average daily volume (thousands) (4) (5)

(6) (7) (8)

Excludes exchangeable shares. Barrels of oil equivalent (boes) may be misleading, particularly if used in isolation. In accordance with NI-51-101, a boe conversion ratio for natural gas of 6 mcf:1 bbl has been used, which is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. References to boes throughout this annual report are based on a conversion ratio of 6:1. Based on proved plus probable company interest reserves before royalties. Gross reserves include the company working interest before deduction of royalty obligations and do not include royalty interests. Company interest reserves are the company interest plus the royalty interest prior to the deduction of royalty obligations. Per unit amounts (with exception of per unit distributions) are based on weighted average units.

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M ESSAG E TO U N ITHOLDE RS

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MESSAGE TO OUR UNITHOLDERS On July 11, 2006, ARC will celebrate its 10th anniversary. Investors who participated in that original $10 initial public offering have received $16.23 per unit (including the January 15, 2006 distribution) in distributions and have seen their units appreciate in price to $26.49 on December 31, 2005, which represents a compound annual return of 28 per cent over nine and one-half years. We have seen our production base grow from 9,566 boe per day in 1996 to 56,254 boe per day in 2005 and our employee count grow from just a handful at inception to the 305 we have today. With our history of proven performance we have delivered exceptional value to our unitholders; more importantly, we believe that the assets we have accumulated and the opportunities that exist for material incremental value creation within those assets have positioned ARC for an even more promising future. Since inception, we have believed that high quality, long-life assets should comprise the core of our portfolio. Some of the first assets that helped create the Trust are in the Pembina area in Alberta, an area well known for these key attributes. Building upon this solid foundation, ARC’s evolution into a technically oriented oil and gas producer truly began with the acquisition of Startech Energy in 2001 and was solidified with the acquisition of Star Oil and Gas Ltd. in 2003. ARC’s most recent 2005 acquisitions of assets in the Pembina and Redwater areas continue this legacy and perfectly fit ARC’s criteria to acquire assets with significant upside potential that time, technology enhancements and a positive commodity price environment will allow us to capitalize on. During 2005, ARC’s unitholders enjoyed the most profitable year in the Trust’s history, with an annual total return of 62 per cent – the second highest return in the conventional oil and gas trust sector. This stellar performance was due in no small part to record oil and natural gas prices during the year. The price of West Texas Crude (“WTI”) oil traded in a range of US$41.60 per barrel to an unprecedented high of US$70.50 per barrel and averaged US$56.61 per barrel during 2005.

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North American natural gas traded in a range of Cdn$5.90 per GJ at AECO to Cdn$14.00 per GJ during the year and averaged Cdn$8.36 per GJ. This strong commodity price environment resulted in an average total return in the sector of 37 per cent. The fact that ARC’s performance exceeded the sector average by 60 per cent indicates that something beyond commodity prices accounted for our stellar performance. Last year marked a major milestone in the evolution of the Canadian royalty trust and income fund sector when Standard and Poors announced that royalty trusts and income funds would become eligible for inclusion in their benchmark index. This opened the door for significant incremental institutional interest in the sector. For a sector that has traditionally traded on yield, the focus has shifted as this new group of investors are concerned with quality of assets, cost structure and management expertise. In each of these areas, ARC stands tall. In the second quarter of 2005, a leading independent research firm ranked ARC as number one in terms of asset quality among large cap trusts. This ranking was re-affirmed in a January 2006 updated review of the sector. ARC’s market performance in 2005 reflected the recognition of ARC as one of the leading trusts in the sector, regardless of which measure one uses to make such an assessment. The impact of high commodity prices was clearly evident in the Trust’s financial results for 2005. Revenue before hedging was $1.17 billion, cash flow totaled $640 million, distributions were $377 million and net income was $357 million, all new records for the Trust. There are many implications to this record cash flow environment for the Trust and the industry as a whole. Utilization rates measuring the availability of people, equipment and rigs are running at all time high rates, stretching the oil and gas industry to its limits. The well count for the Canadian oil and gas sector reached an all time high of 21,999 well completions. With utilization rates at all time highs, costs are escalating significantly across the sector. Despite these


M ESSAG E TO U N ITHOLDE RS

AR 2005

upward cost pressures, ARC’s operating costs in 2005 were $6.93 per barrel of oil equivalent, an increase of just 3.3 per cent from 2004. This is a significant achievement when considering service and supply costs increased between five and 20 per cent for many of the services ARC utilizes in the field.

Economic Environment Forecasts for commodity prices from analysts and economists of major banks remain bullish for 2006 for various reasons and it appears that we can expect another eventful year with regards to energy prices. Various economic, weather related and geo-political factors kept the markets jittery and quick to react to news in 2005, and we expect the same in 2006. All of the uncertainties that can affect crucial oil and gas supply around the globe have raised the threshold for oil prices so that US$50.00 WTI has become an acceptable norm and prices below that level would most likely be unsustainable. Following this Message to Unitholders, we provide a list of 10 factors that we believe will be important themes influencing commodity prices in 2006.

Acquisitions On December 6, 2005, ARC announced two major long-life asset acquisitions along with an accompanying equity financing. ARC purchased shares in wholly owned subsidiary companies of Imperial Oil Resources and ExxonMobil Canada Energy that owned a 45.57 per cent working interest in the North Pembina Cardium Unit (“NPCU”) and of Imperial Oil Resources that owned a principal interest in the Redwater oil field in central Alberta. ARC funded these acquisitions initially with debt and then repaid a portion of the debt with the proceeds of the equity offering. The assets purchased are legacy assets that comprise two of the largest light oil fields in western Canada. To date, over a billion barrels have been recovered from these fields and ARC estimates 900 million barrels remain unrecovered – approximately 500 million barrels attributable to ARC.

The acquired assets fit ARC’s profile perfectly. They are longlife, light oil assets with potential to add to ARC’s production for the long-term. The assets have a 20 year reserve life index and have increased ARC’s reserves by approximately 16 per cent and reserves per unit by approximately 10 per cent. The Trust’s proved plus probable reserve life index has increased 5.7 per cent to 12.9 years, the longest in our history. The Pembina NPCU asset is in an area that ARC knows well. Over the years, ARC has amassed large holdings in the area - when ARC was formed in 1996, it began its operations with ownership in properties in the Pembina field. Nine years later, the Berrymoor Cardium Unit, the MIPA blocks, and the Lindale Cardium Unit are still key properties for ARC. Earlier in 2005, ARC purchased additional interests in the Berrymoor Unit and the Buck Creek property and ARC now operates all of its principal assets in the Pembina field. Over the years, ARC has proven its ability to extract incremental value in the Pembina area. The acquisition of the NPCU interest enhances our interest in this oil producing area and provides for a promising future. ARC now has a resource base of over 750 million barrels of light and medium oil that is not expected to be recovered under current plans. None of this resource is currently reflected in our reserves estimates. Time, commodity prices and developments in technology will all play a role in determining how much of this oil will ultimately be recovered. A large percentage of this resource is in Redwater, Pembina and southeastern Saskatchewan – all areas that we believe to be amenable to the application of enhanced recovery techniques such as CO2 miscible floods to recover additional oil from our resource base. Two of the largest CO2 floods in Canada are at the Weyburn and Midale oil fields in Saskatchewan; ARC has an ownership interest in both these fields and will be actively looking to apply its learned expertise from these fields to other assets where CO2 recovery techniques may prove beneficial. In particular, we believe Redwater is a prime candidate for a

5


M ESSAG E TO U N ITHOLDE RS

AR 2005

CO2 flood and was acquired with that future potential as a primary consideration. It is important to note that ARC did not include any value for CO2 upside potential in the acquisition economics for these properties. The acquisition metrics were based on the production currently associated with these fields and any future upside associated with enhanced recovery techniques will be a direct uplift to ARC. The implementation of a CO2 flood and an associated increase in production from Pembina and Redwater will take time – perhaps three to five years or longer; however, ARC has always been a long-term thinker regarding its assets and these projects are expected to play a significant role in our future.

Risk Management We have always believed that protecting the stability of our distributions is very important. ARC began executing a new hedging strategy in late 2004 that primarily focused on the purchase of puts to minimize ARC’s downside on a portion of its production, while providing full participation in price increases. Through this strategy, ARC’s hedging cost will be no higher than the premium paid for these transactions, which is known when it enters into the contracts. ARC believes that this strategy is like buying insurance – it protects a portion of ARC’s production from any unexpected downside that could materialize over the course of a year due to world events beyond its control, but leaves that production open to the full upside in the event of material upward price spikes. Though ARC did collapse most of its fixed hedge contracts in late 2004, it still had a few contracts in place that were capped transactions at a fixed price considerably below 2005 prices and as a result ARC incurred cash hedging losses of $87.6 million. These large losses are behind ARC as it carries on with its current hedging strategy, which allows ARC to participate in price upside on its production. The one exception to this strategy is a three-way collar transaction which will remain in effect through 2009 on 5,000 boe per day of production associated with the NPCU and Redwater 6

acquisitions that limits ARC’s full participation in price increases to US$90 but provides downside protection at US$55.00. The average cost of this price protection over the life of the contract is US$0.91 per barrel. This was done to protect the projected returns from this acquisition as the acquired production carries materially higher operating costs than our base production and we believe that it is important to protect the price and hence our returns over the next four years.

In Memoriam I acknowledge with much regret and sadness that ARC lost an important member of its Board of Directors in 2005. Mr. John Beddome passed away on May 10, 2005. He was a member of ARC’s Board since inception and contributed his wealth of knowledge and experience in the oil and gas industry to ARC and the community at large. His contribution to ARC’s Board will be missed.

New Board Member ARC is pleased to have added Mr. Herb Pinder to its Board of Directors effective January 1, 2006. Mr. Pinder brings an extensive business background to ARC covering several industries and a broad knowledge of corporate governance gained through his experience as a director on various public company boards over the last 20 years. Mr. Pinder holds a Bachelor of Arts degree from the University of Saskatchewan, an LL.B from the University of Manitoba and an MBA from Harvard University Graduate School of Business. Currently, Mr. Pinder is the President of the Goal Group, a private equity management firm located in Saskatoon, Saskatchewan. I know Mr. Pinder will make a strong contribution to ARC and I look forward to working closely with him in the future.


10 THEMES

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10 THEMES AFFECTING COMMODITY PRICES IN 2006 These are 10 themes that we believe will shape the world’s energy markets in 2006. How these themes play out will have a large impact on commodity prices during the year.

1. Renewed emphasis on demand growth. Ever since hurricanes Rita and Katrina struck and momentarily pushed oil prices over $70.00 per barrel the market has been concerned about on demand growth for petroleum products. Now there is growing acknowledgment that the world’s economy can handle oil prices above $50.00 per barrel, or more. Asian economies like China and India are still growing aggressively and requiring increasing amounts of energy commodities to do so. This will not change appreciably in 2006. Nor will the growing appetite for petroleum—especially gasoline—change in the United States.

2. More flexing of NOC muscle. National oil companies (“NOCs”) control the vast majority of the world’s oil and gas reserves. From Iran, to Venezuela, to Russia, state-controlled oil companies are more and more being used as extensions of the host government’s policy and power. We should expect the use of oil and natural gas as a state-directed tool of influence to grow in 2006. Supply side NOCs see two broad objectives: (1) to use critical energy supplies as a means to achieve political aims; and (2) to extract as much economic value out of the commodities as possible. Russia’s dispute with the Ukraine is the most recent example of how critical energy resources are being used to exert muscle and raise prices. The new Bolivian government is seeking to nationalize its large natural gas reserves, nullifying long-standing contracts, and imposing tighter fiscal regimes (i.e. higher prices) on its natural gas exports. OPEC countries are not alone in using energy commodities as tools to project national influence. It’s not new that NOCs control much of the world’s oil and gas. What is new is that a tight supply and demand balance allows even marginal players to exert substantial leverage on the consuming world.

3. Iran becomes a flashpoint. Iran’s Prime Minister has been very overt about his nation’s nuclear ambitions. The prospect of an atomic Iran has western governments feeling very jittery. The prospect that Iran, a major oil and natural gas supplier, will turn into a geo-political flashpoint is a “known unknown.” At 3.9 million barrels per day, Iran is the fourth largest producer of oil in the world. That’s 8

notable enough, but more importantly Iran controls the northern side of the Strait of Hormuz, the 50-kilometre-wide waterway through which flows almost 20 per cent of the world’s daily oil supply. Kuwait, Iraq, Iran, Saudi Arabia, Bahrain, Qatar, all transport much of their oil through this choke point. In addition, Iran boasts the second largest natural gas reserves in the world, after Russia. Iran has publicly stated that it will use its oil supplies as a potential lever in the current nuclear standoff.

4. Increasing recognition of concentration risk. Hurricanes Rita and Katrina awoke people to the risks of having too much energy infrastructure located in a concentrated geographic location. The recent Russia-Ukraine spat awoke Europeans of being too dependent on a big supplier. With the supply and demand balance for oil remaining tight through 2006 and beyond, markets will be increasingly sensitive to concentration risk; in other words, this year there will be a heightened awareness that too much critical energy supply or infrastructure is located in too few places.

5. Shortfall in oil production growth expectations. Some influential agencies and consulting firms are calling for non-OPEC supply additions to add up to 1.4 million barrels per day this year. That’s an aggressive number, given that achieving one million barrels per day has been difficult over the past several years. As well, over half the non-OPEC additions in the past three years have come from Russia. The Russians have publicly stated that their production growth has fallen to two per cent, or about 180,000 barrels per day. We think the market is going to be disappointed with how much new, non-OPEC oil comes on line in 2006. Additions may well be only 600,000 barrels per day, instead of the 1.4 million barrels the market is expecting.

6. OPEC will defend $50.00 barrels per day and above. Seasonal factors, like the low-demand second quarter, may momentarily pull oil prices back down into the low-fifty-dollar range. OPEC members will defend $50.00 per barrel as their floor.


10 THEMES

Emergence of energy policies in Asia.

Rapidly growing Asian nations like India and China know that they must do something to mitigate their aggressively growing dependency on energy, especially oil. Last year, India’s leadership began discussing a long-term, visionary energy policy. Energy policies have much more influence than market forces in effecting change, especially on the demand side. With prices remaining volatile in 2006, governments will start becoming more visible in addressing energy issues in Asia. But will North American policy makers follow?

8. Narrowing of the global natural gas price arbitrage. In the past one of the biggest energy anomalies in the world has been the huge price gap between expensive natural gas markets, like the US and the UK, and other parts of the world. For example, when the price of natural gas at Henry Hub was $12.00 per mmbtu, in North Africa it was $3.00 per mmbtu. Markets quickly sniff out such ‘arbitrage’ opportunities and work to close the gap. The reason for the price anomalies is that natural gas is difficult to transport across long distances. Without pipeline access or liquefaction facilities, natural gas reserves in low value regions are ‘stranded,’ because the gas can’t get to market. That’s changing with the global construction boom in natural gas pipelines and liquefied natural gas (“LNG”) facilities. Many believe that cheaper natural gas from places like Trinidad, Qatar, Iran and Russia will eventually make it to North America, bringing US and Canadian prices down. There is no question that the arbitrage will eventually narrow as pipelines and LNG facilities are built. But it’s much more likely that global natural gas prices will rise closer to North American prices, not the other way around. Similar to oil, global natural gas resources are heavily concentrated under NOC control, with Russia, Iran and Qatar holding the lion’s share. What is the incentive of such countries to give their natural gas away at lower prices?

disruptions after last fall’s hurricanes caused legitimate concern about natural gas supply in advance of winter, causing the normal WTI-to-Henry Hub price ratio of about 6.5x to narrow to 4.0x. A mild winter so far, combined with disruptions in industrial demand, have led to acceptable levels of natural gas to remain in storage. There may still be some cold spells and large storage withdrawals to come during the remainder of the winter season. Prices will rally and the WTI-to-Henry Hub ratio will narrow. But don’t expect it to last. With oil at $60.00 per barrel, natural gas prices above $10.00 per mmbtu, as we experienced in 2005, are not sustainable.

AR 2005

7.

10. North American gas markets will ‘see’ LNG. There are half-a-dozen LNG receiving terminals that are likely to come on line in North America by the end of this decade. Up to 6 bcf per day of new natural gas will be supplied to our domestic markets. To this point, the time horizon for these facilities has been ‘years away.’ With the first of the facilities likely to come on line in 2007, the reality will start to become much closer for the market to grasp this year. As these new LNG facilities become more ‘visible’ to the market, the forward price curve for natural gas is likely to become more stable, and less influenced by near-term seasonal factors. Cautionary Statement: “10 Themes Affecting Commodiy Prices in 2006” is provided by management of ARC Resources and contains projections, beliefs and other forward looking statements. Such statements are based on assumptions that involve a number of risks and uncertainties, including those referenced in this Annual Report in Management’s Discussion and Analysis. Results may differ materially from such statements for a wide variety of reasons, including geopolitical events, and economic, market and business conditions. Investors should consult their own advisors in relation to any investment decisions.

As long-term contracts expire, the global natural gas arbitrage will narrow over the coming years. And contracts may not mean much. NOCs representing both small and large producing countries have demonstrated their muscle. As they’ve done for oil, they will seek to extract as much value from natural gas as possible. We may see it happen this year.

9. A return to a normal trading ratio for natural gas. In the first couple of months in 2006, the price of natural gas at Henry Hub has fallen by about 45 per cent, down to around $7.00 per mmbtu. Although some are viewing this as a price collapse, we see it as a return to normal. Gulf Coast production

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OIL RECOVERY

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PROMISING FUTURE – ENHANCED OIL RECOVERY Background Conventional oil production techniques only recover a fraction of the original oil in place (“OOIP”), in most circumstances leaving most of the oil still locked in the ground. Depending on the characteristics of the reservoir, initial production methods may only recover five to 20 per cent of the OOIP. Secondary recovery methods, such as injecting water into the reservoir may recover an additional 10 to 20 per cent, but still leave much of the oil behind. Oil companies have been searching for years for other techniques to get more of this valuable resource out of the ground. One of the techniques used is “miscible flooding.”

Miscible Flooding A miscible flood is a general term for recovery techniques that inject gases or liquids into a reservoir under such conditions that the injected materials dissolve into the oil. This changes the characteristics of the oil in the ground helping to break the bonds that trap the oil in the rock pore spaces thereby increasing the amount of oil that can be recovered. Typical injected liquids and gases include liquefied petroleum gas (such as ethane and propane), nitrogen under high pressure, and carbon dioxide (CO2) under suitable reservoir conditions of temperature and pressure. In the United States, the most commonly used substance for miscible displacement is carbon dioxide because it is readily available at a lower cost than liquefied petroleum gases. There are naturally occurring sources of CO2 in Colorado that provide a low cost supply for the CO2 flooding of oil fields. CO2 miscible floods have been ongoing in the United States for more than 30 years with over 60 projects in operation today.

Canada In Canada, where there are no large scale naturally occurring sources of high quality CO2, most miscible floods have used liquefied petroleum gases, but as these have increased dramatically in price in recent years, oil and gas companies have looked for cheaper alternatives. The first large scale CO2

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miscible flood in Canada was the Weyburn field in southeast Saskatchewan. CO2 flooding of this field started in 2000 and is expected to recover an additional 10 per cent of the OOIP. In 2005, CO2 flooding started at a neighbouring field called Midale. Both of these fields have been developed because a low cost source of CO2 is available as the US government provided subsidies to North Dakota Power to capture the CO2 emissions from a coal gasification facility. ARC has a seven per cent working interest in the Weyburn field and a 15.5 per cent working interest in the Midale field.

ARC’s Future Potential From inception, ARC has focused on obtaining assets that have large unrecovered resources. In addition to our interest in the Weyburn and Midale fields, we have other fields in Saskatchewan that also may be amenable to CO2 flooding. In Alberta, ARC is the largest working interest owner in some of the most favourable areas in the Pembina field for this application. In addition, ARC believes that the recently acquired Redwater field is also a promising candidate for enhanced recovery through CO2 injection. In total, ARC believes that between five and 15 per cent of the two billion barrels of OOIP in the Pembina and Redwater fields that ARC has an interest in may eventually be recovered should the right economic conditions exist.

What’s Required? For large scale CO2 miscible flooding to occur in Alberta, a commercially viable source of CO2 must be developed along with the associated pipeline infrastructure to transport the CO2 to the applicable oil fields. As no naturally occurring sources are available, the most likely source will be to capture the CO2 that is currently emitted by upgraders, refineries, petrochemical plants, coal fired power plants and other large industrial sources.


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R E V I E W O F O P E R AT I O N S

AR 2005

REVIEW OF OPERATIONS A substantial portfolio of high quality, long-life assets has consistently provided ARC with a large inventory of development opportunities. ARC’s focus on opportunistically acquiring assets that have additional development potential embedded in them has proven itself time and time again. ARC has identified drilling and development opportunities within its asset base that are expected to sustain its production for the next 12 to 18 months and possibly longer, without being reliant on acquisitions. Proved Plus Probable Reserves

(company interest)

2005 Average Production

% of Total Production

22,350 50,540 83,398 45,682 57,432 24,393

22,665 51,872 84,433 45,733 57,899 24,395

7.9 18.1 29.4 15.9 20.2 8.5

8,041 11,298 18,286 10,676 7,789 164

14.3 20.1 32.5 19.0 13.8 0.3

283,795

286,997

100.0

56,254

100.0

(gross)

Total

For 2005, ARC averaged 56,254 boe per day of production, with 51 per cent coming from natural gas. Production increased during the year from 55,410 in the first quarter through to 59,120 in the fourth quarter as a result of ARC’s capital development program and several key acquisitions. Production averaged over 61,000 boe per day during the month of December. % of Total Proved plus Probable Reserves

Area Central Alberta SE Alberta/SW Saskatchewan Northern Alberta & BC SE Saskatchewan Pembina Redwater (1)

Production

Proved Plus Probable Reserves

(1) Redwater was acquired December 16, 2005. The December 2005 exit rate was 3,749 boe per day.

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RESERVES

AR 2005

RESERVES ACQUISITIONS AND DISPOSITIONS ARC was very active on the acquisition front during 2005 spending $598 million to purchase 48 mmboe of proved plus probable reserves. ARC’s acquisitions were primarily focused on adding to its Pembina and southeast Saskatchewan core areas. The major strategic acquisition was the purchase of subsidiary companies of Imperial Oil Resources and ExxonMobil Canada Energy with a 45.57 per cent interest in NPCU. A principal interest in the Redwater oil field in central Alberta was also acquired from a subsidiary of Imperial Oil Resources. This acquisition met ARC’s objectives of adding long-term, stable producing assets to its existing high quality asset base. The big prize is the remaining oil in the reservoir that was not included in ARC’s reserves assessment and ARC will strive to translate that potential into added value. 2005 Acquisition/Disposition Summary Purchase Price ($ millions)

Net acquisitions

598.3

Proved Plus Probable Reserves

Reserves Purchase Price

(mmboe)

48

Production Rate

Production Purchase Price

Reserves Life Index

($/boe)

(boe/d)

($/boe/d)

(years)

12.47

7,457

80,229

17.6

FINDING, DEVELOPMENT AND ACQUISITION COSTS Under National Instrument 51-101 (“NI 51-101”), the methodology to be used to calculate FD&A costs includes incorporating changes in future development capital required to bring the proved undeveloped and probable reserves to production. For continuity, ARC has presented FD&A costs calculated both excluding and including FDC. The aggregate of the exploration and development costs incurred in the most recent financial year and the change during that year in estimated future development costs generally will not reflect total finding and development costs related to reserves additions for that year. Incorporating the net acquisitions during the year, ARC’s proved FD&A costs excluding FDC were $15.60 per boe, while proved plus probable FD&A costs were $13.64 per boe.

20


FD&A Costs – Company Interest Reserves (1)

FD&A Costs Excluding Future Development Capital Exploration and development capital expenditures ($ thousands) Exploration and development reserves additions including revisions (mboe) Finding and development cost ($/boe) Three year average F&D cost ($/boe)

$ 268,834 14,892 $ 18.05 $ 15.18

$

Net acquisition capital ($ thousands) Net acquisition reserves additions (mboe) Net acquisition cost ($/boe) Three year average net acquisition cost ($/boe)

$ 598,269 40,702 $ 14.70 $ 12.48

$ $ $

598,269 47,983 12.47 10.24

Total capital expenditures including net acquisitions ($ thousands) Reserves additions including net acquisitions (mboe) Finding development and acquisition cost ($/boe) Three year average FD&A cost ($/boe)

$ 867,103 $ 55,594 $ 15.60 $ 13.30

$ $ $ $

867,103 63,556 13.64 11.00

(1)

RESERVES

Proved Plus Probable 268,834 15,573 17.26 12.76

$ $

AR 2005

Proved

In all cases, the F&D, or FD&A number is calculated by dividing the identified capital expenditures by the applicable reserves additions. Boes may be misleading, particularly if used in isolation. In accordance with NI 51-101, a boe conversion ratio for natural gas of 6 mcf:1 bbl has been used, which is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

FUTURE DEVELOPMENT CAPITAL NI 51-101 requires that FD&A costs be calculated including changes in FDC. Changes in forecast FDC occur annually as a result of development activities, acquisition and disposition activities and capital cost estimates that reflect the independent evaluator’s best estimate of what it will cost to bring the proved undeveloped and probable reserves on production. The current high level of activity has resulted in increased capital costs throughout the industry that are now reflected in the estimates of future development costs effective December 31, 2005. FD&A Costs Including Future Development Capital Proved Plus Probable

Proved Exploration and development capital expenditures ($ thousands) Exploration and development change in FDC ($ thousands) Exploration and development capital including change in FDC ($ thousands) Exploration and development reserves additions including revisions (mboe) Finding and development cost ($/boe) Three year average F&D cost ($/boe)

$ 268,834 $ 41,639 $ 310,473 14,892 $ 20.85 $ 17.64

$ $ $

Net acquisition capital ($ thousands) Net acquisition FDC ($ thousands) Net acquisition capital including FDC ($ thousands) Net acquisition reserves additions (mboe) Net acquisition cost ($/boe) Three year average net acquisition cost ($/boe)

$ 598,269 $ 72,200 $ 670,469 40,702 $ 16.47 $ 14.63

$ $ $ $ $

Total capital expenditures including net acquisitions ($ thousands) Total change in FDC ($ thousands) Total capital including change in FDC ($ thousands) Reserves additions including net acquisitions (mboe) Finding development and acquisition cost including FDC ($/boe) Three year average FD&A cost including FDC ($/boe)

$ 867,103 $ 113,839 $ 980,942 55,594 $ 17.64 $ 15.45

$ 867,103 $ 155,357 $ 1,022,460 63,556 $ 16.09 $ 13.50

$ $

268,834 79,197 348,031 15,573 22.35 16.51 598,269 76,160 674,429 47,983 14.06 12.36

Historic Company Interest Proved FD&A Costs 2005

2004

2003

2002

2001

Annual FD&A excluding FDC $ 15.60 Three year average FD&A excluding FDC $ 13.30

$ 16.53 $ 11.05

$ 10.78 $ 10.69

$ $

Annual FD&A including FDC $ 17.64 Three year average FD&A including FDC $ 15.45

$ 20.46 $ 13.02

$ 12.66 $ 11.96

2000

1999

8.87 9.07

$ 11.35 $ 8.06

$ $

5.73 5.68

$ $

5.86 5.76

$ 10.03 $ 10.16

$ 11.93 $ 9.09

$ $

7.56 7.15

$ $

6.78 6.64

21


RESERVES

Historic Company Interest Proved Plus Probable FD&A Costs 2005

2004

2003

Annual FD&A excluding FDC $ 13.64 Three year average FD&A excluding FDC $ 11.00

$ 13.76 $ 9.30

$ $

Annual FD&A including FDC $ 16.09 Three year average FD&A including FDC $ 13.50

$ 19.14 $ 11.65

$ 10.54 $ 10.52

8.50 9.07

2002 $ $

9.27 8.21

$ 10.79 $ 9.46

2001 $ $

2000

1999

9.75 6.94

$ $

5.16 4.95

$ $

4.86 4.87

$ 10.41 $ 8.04

$ $

7.21 6.54

$ $

5.77 5.81

RESERVES

AR 2005

Reserves included herein are stated on a company interest basis (before royalty burdens and including royalty interests) unless noted otherwise. All reserves information has been prepared in accordance with NI 51-101. This report contains several cautionary statements that are specifically required by NI 51-101. In addition to the detailed information presented here, more detailed information on a net interest basis (after royalty burdens and including royalty interests) and on a gross interest basis (before royalty burdens and excluding royalty interests) are included in ARC’s Annual Information Form (“AIF”). Based on an independent reserves evaluation conducted by GLJ Petroleum Consultants Ltd. (“GLJ”) effective December 31, 2005 and prepared in accordance with NI 51-101, ARC had proved plus probable reserves of 287 mmboe (1). Reserves additions from exploration and development activities (including revisions) were 16 mmboe, while 48 mmboe were added through acquisitions (net of minor dispositions), bringing the total additions to 64 mmboe. This represents 310 per cent of the 21 mmboe produced during 2005. As a result, year end 2005 reserves are 18 per cent higher than the 244 mmboe of proved plus probable reserves recorded at year end 2004. Proved developed producing reserves represent 66 per cent of proved plus probable reserves (up from 63 per cent in 2004) while total proved reserves account for 80 per cent of proved plus probable reserves. Approximately 57 per cent of ARC’s reserves are crude oil and natural gas liquids and 43 per cent are natural gas on a 6:1 boe conversion basis.

Net Present Value (“NPV”) Summary 2005 ARC’s crude oil, natural gas and natural gas liquids reserves were evaluated using GLJ’s product price forecasts effective January 1, 2006 prior to provision for income taxes, interest, debt service charges, general and administrative expenses, hedging activity and certain abandonment and reclamation activity. It should not be assumed that the discounted future net production revenues estimated by GLJ represent the fair market value of the reserves. NPV of Cash Flow Using GLJ January 1, 2006 Forecast Prices and Costs Undiscounted NI 51-101 Net interest Proved producing Proved developed non-producing Proved undeveloped Total proved Probable Proved plus probable (1)

22

($ millions)

5,245 135 741 6,121 1,627 7,748

Discounted at 5% ($ millions)

3,748 94 466 4,308 806 5,114

Discounted at 10% ($ millions)

3,010 73 315 3,398 493 3,891

Discounted at 15% ($ millions)

2,562 61 221 2,844 340 3,184

Discounted at 20% ($ millions)

2,257 52 159 2,467 251 2,719

Boes may be misleading, particularly if used in isolation. In accordance with NI 51-101, a boe conversion ratio for natural gas of 6 mcf:1 bbl has been used, which is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.


RESERVES

At a 10 per cent discount factor, the proved producing reserves make up 77 per cent of the proved plus probable value while total proved reserves account for 87 per cent of the proved plus probable value. GLJ’s price forecast utilized in the evaluation is summarized below. GLJ January 1, 2006 Price Forecast

Year

Edmonton Light Crude Oil

($US/bbl)

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 Escalate thereafter at

Natural Gas at AECO

($Cdn/bbl)

57.00 55.00 51.00 48.00 46.50 45.00 45.00 46.00 46.75 47.75 48.75 +2.0%/yr

($Cdn/mmbtu)

66.25 64.00 59.25 55.75 54.00 52.25 52.25 53.25 54.25 55.50 56.50 +2.0%/yr

10.60 9.25 8.00 7.50 7.20 6.90 6.90 7.05 7.20 7.40 7.55 +2.0%/yr

Foreign Exchange ($US/$Cdn)

0.85 0.85 0.85 0.85 0.85 0.85 0.85 0.85 0.85 0.85 0.85 0.85

AR 2005

West Texas Intermediate Crude Oil

The reserves have also been evaluated using constant prices and costs effective December 31, 2005. Following are the values determined using this constant price analysis. NPV of Cash Flow Using December 31, 2005 Constant Prices and Costs Discounted at 5%

Undiscounted NI 51-101 Net Interest Proved producing Proved developed non-producing Proved undeveloped Total proved Probable Proved plus probable

($ millions)

Discounted at 10%

($ millions)

6,926 174 1,069 8,169 2,049 10,218

Discounted at 15%

($ millions)

4,788 122 693 5,602 1,063 6,665

($ millions)

3,726 94 482 4,302 668 4,970

3,089 76 350 3,515 466 3,982

Discounted at 20% ($ millions)

2,661 65 261 2,987 347 3,334

At a 10 per cent discount factor, the proved producing reserves make up 75 per cent of the proved plus probable value while total proved reserves account for 87 per cent of the proved plus probable value. The prices utilized in the constant price evaluation are summarized below. Constant Prices at December 31, 2005 West Texas Intermediate Crude Oil Year 2006 and thereafter

Edmonton Light Crude Oil

($US/bbl)

$

61.04

Natural Gas at AECO

($Cdn/bbl)

$

68.27

($Cdn/mmbtu)

$

9.71

Foreign Exchange ($US/$Cdn)

0.8577

23


Net Asset Value (“NAV”) RESERVES

The following NAV table shows what is normally referred to as a “produce-out” NAV calculation under which the current value of the Trust’s reserves would be produced at forecast future prices and costs. The value is a snapshot in time and is based on various assumptions including commodity prices and foreign exchange rates that vary over time. In the absence of adding reserves to the Trust, the NAV per unit will decline as the reserves are produced out. The cash flow generated by the production relates directly to the cash distributions paid to unitholders. The evaluation includes future capital expenditure expectations required to bring undeveloped reserves on production. ARC works continuously to add value, improve profitability and increase reserves that enhance the Trust’s NAV.

AR 2005

In order to determine the “going concern” value of the Trust, a more detailed assessment would be required of the upside potential of specific properties and the ability of the ARC team to continue to make value-adding capital expenditures. At inception of the Trust on July 16, 1996, the NAV was determined to be $11.42 per unit based on a 10 per cent discount rate; since that time, including the January 15, 2006 distribution, the Trust has distributed $16.23 per unit. Despite having distributed more cash than the initial NAV, the NAV as at December 31, 2005 was $16.62 per unit using GLJ prices and $21.92 per unit using constant prices and costs. NAV increased $5.19 per unit during 2005 after distributing $1.99 per unit to unitholders. Following is a summary of historical NAVs calculated at each of the Trust’s year ends utilizing GLJ price forecasts. Historical NAV – Discounted at 10 Per Cent ($ millions, except per unit amounts)

Value of NI 51-101 net interest proved plus probable reserves (1) Undeveloped lands Reclamation fund Commodity and foreign currency contracts (2) Long-term debt, net of working capital Asset retirement obligation

2005

2004

$ 3,891 59 23

$ 2,389 48 21

(2) (578) (35)

2003

2002

2001

2000

$ 1,689 $ 1,302 $ 1,216 $ 50 20 22 17 13 10

(12) (265) (23)

(262) (27)

(348) –

(289) –

1999

945 $ 6 10

(109) –

530 12 7

(125) –

Net asset value Units outstanding (thousands)

$ 3,358 $ 2,158 $ 1,467 $ 987 $ 959 $ 852 $ 424 202,039 188,804 182,777 126,444 111,692 72,524 53,607

NAV per unit

$ 16.62

(1) (2)

$ 11.43

$

8.03

$

7.81

$

8.59

$

11.74

$

7.92

Proved plus probable in 2003, 2004 and 2005 is estimated in accordance with NI 51-101 while in prior years it represents established reserves (which represents proved plus risked probables). Commodity and foreign currency contracts were included in the value of proved plus probable reserves prior to 2004.

Reserves Life Index (“RLI”) ARC’s proved plus probable RLI was 12.9 years at year-end 2005 while the proved RLI was 10.3 years based upon the GLJ reserves and ARC’s 2006 production guidance of 61,000 boe per day. The following table summarizes ARC’s historical RLI.

Total proved Proved plus probable (established reserves for 2002 and prior years)

24

2005

2004

2003

2002

2001

2000

1999

1998

10.3

9.7

10.1

10.1

9.8

10.4

10.1

10.0

12.9

12.2

12.4

11.8

11.5

12.1

12.0

11.9


Reserves Summary 2005 Using GLJ January 1, 2006 Forecast Prices and Costs

(mbbl)

Proved producing Proved developed non-producing Proved undeveloped Total proved Proved plus probable

98,934 1,762 13,866 114,562 144,528

Heavy Crude Oil

Total Crude Oil

(mbbl)

(mbbl)

2,971 0 40 3,011 3,787

101,905 1,762 13,906 117,573 148,315

NGLs (mbbl)

Oil Oil Natural Equivalent Equivalent Gas 2005 2004 (bcf)

(mboe)

(mboe)

10,393 433 1,346 12,172 15,070

461.3 189,179 152,968 15.7 4,818 2,349 118.7 35,036 38,656 595.7 229,033 193,973 741.7 286,997 243,974

NGLs

Oil Oil Natural Equivalent Equivalent Gas 2005 2004

AR 2005

Light and Medium Crude Oil

RESERVES

Company Interest (Working Interest + Royalties Receivable)

Gross Interest (Working Interest Before Royalties Payable) Light and Medium Crude Oil (mbbl)

Proved producing Proved developed non-producing Proved undeveloped Total proved Proved plus probable

98,844 1,760 13,863 114,467 144,414

Heavy Crude Oil (mbbl)

2,692 0 40 2,732 3,457

Total Crude Oil (mbbl)

101,536 1,760 13,903 117,199 147,871

(mbbl)

10,192 433 1,346 11,970 14,824

(bcf)

448.2 15.7 118.6 582.6 726.6

(mboe)

(mboe)

186,435 150,188 4,816 2,346 35,023 38,627 226,273 191,160 283,795 240,788

Net Interest (Working Interest + Royalties Receivable - Royalties Payable) Light and Medium Crude Oil (mbbl)

Proved producing Proved developed non-producing Proved undeveloped Total proved Proved plus probable

88,083 1,559 12,032 101,674 127,813

Heavy Crude Oil (mbbl)

2,725 0 34 2,758 3,458

Total Crude Oil (mbbl)

90,808 1,559 12,066 104,432 131,271

NGLs (mbbl)

7,358 314 948 8,621 10,713

Oil Oil Natural Equivalent Equivalent Gas 2005 2004 (bcf)

380.1 12.4 97.0 489.5 609.0

(mboe)

161,509 3,944 29,183 194,637 243,482

(mboe)

128,508 1,899 32,081 162,488 204,357

25


RESERVES

Reserves Reconciliation

AR 2005

Company Interest Reserves (1)

Natural Gas (bcf) Proved Probable (3)

Reserves at December 31, 1997

18,948

5,207

127.7

20.5

Acquisitions and divestments Drilling and development Production Revisions

2,465 981 (1,620) 1,993

648 844 – (1,570)

(15.1) 4.0 (13.8) 0.8

(2.7) 1.2 0.0 (0.6)

NGLs (mbbl) Proved Probable (3) 7,459 (195) 7 (737) 8

Total (mboe) Proved Probable (3)

759

47,690

9,383

(36) (104)

(247) 1,655 (4,657) 2,134

162 940 – (1,693)

(23)

Reserves at December 31, 1998

22,767

5,129

103.6

18.4

6,542

596

46,576

8,792

Acquisitions and divestments Drilling and development Production Revisions

17,769 1,992 (3,069) 536

4,286 631 – 204

118.0 5.8 (24.3) 0.7

15.4 1.7 – 1.7

3,375 204 (981) (977)

476 1 – 232

40,817 3,168 (8,100) (320)

7,320 912 – 713

Reserves at December 31, 1999

39,995

10,250

203.9

37.1

8,163

82,141

17,737

Acquisitions and divestments Drilling and development Production Revisions

18,650 2,283 (4,219) 1,805

47.7 12.9 (28.2) 7.4

8.0 1.3 – (3.8)

Reserves at December 31, 2000

58,513

243.7

42.7

9,311

Acquisitions and divestments Drilling and development Production Revisions

27,932 2,641 (7,449) 1,057

101.9 12.7 (42.0) 14.3

11.1 3.1 – (1.8)

1,643 437 (1,282) (148)

Reserves at December 31, 2001

82,695

19,937

330.5

55.0

9,962

Acquisitions and divestments Driling and development Production Revisions

5,270 1,574 (7,539) 3,764

729 224 – (1,513)

36.6 8.4 (40.1) 20.8

2.0 1.8 – (6.2)

574 129 (1,270) 1,108

Reserves at December 31, 2002

85,764

19,377

356.2

52.6

10,503

Exploration discoveries Drilling extensions Improved recovery Technical revisions Economic factors Acquisitions Dispositions Production

– 2,108 510 3,136 (854) 17,642 (9,852) (8,353)

– (1,460) (495) 3,872 4 5,720 (2,043) –

1.1 4.3 1.5 29.2 (1.1) 307.6 (38.8) (59.9)

0.3 (1.5) (0.2) 14.0 – 59.7 (4.7) –

2 103 61 143 (35) 3,713 (874) (1,491)

Reserves at December 31, 2003

90,101

24,975

600.0

Exploration discoveries Drilling extensions Improved recovery Technical revisions Acquisitions Dispositions Economic factors Production

235 941 1,522 833 2,000 (4,843) 1,816 (8,404)

59 428 180 (1,042) 986 (945) 154 –

1.9 6.3 16.4 10.4 19.5 (12.8) 12.8 (65.3)

Reserves at December 31, 2004

84,200

24,794

589.4

Exploration discoveries Drilling extensions Improved recovery Technical revisions Acquisitions Dispositions Economic factors Production

– 493 3,243 139 36,797 (397) 1,597 (8,498)

– 54 814 (1,220) 6,626 (63) (263) –

5 15 21 7 19 (1) 5 (63)

30,742

596

Reserves at December 31, 2005 (1) (2)

(3) (4)

26

Crude Oil (mbbl) Proved (2) Probable (3)(4)

117,573

3,860 (693) – (268) 13,149 7,124 275 – (610)

120.2 0.8 2.1 13.3 (4.0) 2.8 (3.8) 3.6 – 135.1 2 11 3 (8) 3 – 1 – 146

1,911 119 (1,085) 203

12,125 9 198 374 795 23 (598) 142 (1,534) 11,534 60 325 526 (311) 1,506 (68) 63 (1,462) 12,173

1,304

328 28,517 (25) 4,554 – (10,012) (166) 3,235 1,442

108,437

241 46,551 81 5,191 – (15,736) (117) 3,295 1,649

147,739

(32) 11,944 28 3,097 – (15,485) (48) 8,345 1,597

155,640

– 182 (28) 2,935 (18) 817 306 8,145 1 (1,076) 702 72,614 (98) (17,196) – (19,832) 2,462

202,229

2 565 64 2,194 149 4,629 72 3,362 5 5,280 (102) (7,570) 45 4,098 – (20,814) 2,697

193,973

15 828 151 3,308 138 7,299 (345) 962 257 41,380 (15) (679) – 2,495 – (20,533) 2,898

229,033

5,527 (497) – (1,057) 21,710 9,211 865 – (1,029) 30,757 1,027 545 – (2,598) 29,731 45 (1,734) (546) 6,511 5 16,380 (2,917) – 47,475 202 842 2,542 (1,643) 1,460 (1,674) 796 – 50,000 257 1,995 1,471 (2,858) 7,406 (125) (184) – 57,963

Company interest reserves include working interests and royalties receivable. Heavy oil reserves reconciliation as a component of crude oil on a proved basis started with reserves at December 31, 2004 of 3,201 mbbl, drilling extensions of 46 mbbl, improved recovery of 4 mbbl, technical revisions of (23) mbbl, economic factors of 195 mbbl and production of (458) mbbl, leaving a closing balance of 3,011 mbbl. Probable reserves risked at 50 per cent for 1998 through 2002. Heavy oil reserves reconciliation as a component of crude oil on a probable basis started with reserves at December 31, 2004 of 863 mbbl, drilling extensions of (26) mbbl, improved recovery of 1 mbbl, technical revisions of (84) mbbl, economic factors of 22 mbbl, leaving a closing balance of 776 mbbl.


Net Interest (Working Interest + Royalties Receivable - Royalties Payable) Reserves Reconciliation NGLs (mbbl) Proved Probable

Total (mboe) Proved Probable

73,340

21,375

485.4

111.0

8,251

– 439

– 49

3.4 11.5

1.1 8.5

42 225

10 104

616 2,584

193 1,565

Improved recovery

2,853

707

17.7

2.2

365

90

6,169

1,157

Technical revisions Acquisitions

171 34,200

(987) 6,191

5.4 13.0

(5.7) 2.2

(201) 1,035

(263) 178

866 37,395

(2,203) 6,740

(59) (437)

(0.9) 4.3

(0.2) 0.4

(42) 24

(9) (9)

Exploration discoveries Drilling extensions

Dispositions Economic factors Production Reserves at December 31, 2005 (1)

(2)

(357) 954 (7,167) 104,432

– 26,839

(50.3) 489.5

– 119.5

(1,077) 8,621

1,992 162,488

(548) 1,691

– (16,624) 2,093 194,636

RESERVES

Reserves at December 31, 2004

Natural Gas (bcf) Proved Probable

41,869

AR 2005

Crude Oil (mbbl) Proved (1) Probable (2)

(101) (374) – 48,846

Heavy oil reserves reconciliation as a component of crude oil on a proved basis started with reserves at December 31, 2004 of 2,952 mbbl, drilling extensions of 41 mbbl, improved recovery of 4 mbbl, technical revisions of (8) mbbl, economic factors of 175 mbbl and production of (406) mbbl, leaving a closing balance of 2,758 mbbl. Heavy oil reserves reconciliation as a component of crude oil on a probable basis started with reserves at December 31, 2004 of 782 mbbl, drilling extensions of (23) mbbl, improved recovery of 1 mbbl, improved recovery of (23) mbbl, technical revisions of (75) mbbl, economic factors of 15 mbbl, leaving a closing balance of 699 mbbl.

Additional Oil and Gas Disclosure For more information in relation to gross reserves, net resources, F&D costs and other items of oil and gas disclosure mandated by NI 51-101, reference is made to the Annual Information Form of the Trust, which will be filed on SEDAR (www.sedar.com) by March 31, 2006 and will also be available on ARC’s website at www.arcenergytrust.com.

27


MD&A AR 2005

MANAGEMENT’S DISCUSSION AND ANALYSIS Management’s discussion and analysis (“MD&A”) should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2005 and the audited consolidated financial statements and MD&A for the year ended December 31, 2004 and MD&A for the three quarters ended March 31, 2005, June 30, 2005 and September 30, 2005. This MD&A is dated February 8, 2006. Management uses cash flow, cash flow from operations and cash flow from operations per unit derived from cash flow from operating activities (before changes in non-cash working capital and expenditures on site reclamation and restoration) to analyze operating performance and leverage. Cash flow as presented does not have any standardized meaning prescribed by Canadian generally accepted accounting principles, (“GAAP”) and therefore it may not be comparable with the calculation of similar measures for other entities. Cash flow as presented is not intended to represent operating cash flow or operating profits for the period nor should it be viewed as an alternative to cash flow from operating activities, net earnings or other measures of financial performance calculated in accordance with Canadian GAAP. The following table reconciles the cash flow from operating activities to cash flow from operations which is used frequently in this MD&A: ($ thousands)

2005

2004

Cash flow from operating activities Changes in non-cash working capital Expenditures on site reclamation and restoration

616,711 17,919 4,881

446,418 (1,617) 3,232

Cash flow from operations

639,511

448,033

Management uses certain key performance indicators (“KPI’s”) and industry benchmarks such as operating netbacks (“netbacks”), total capitalization and finding, development and acquisition costs to analyze financial and operating performance. These KPI’s and benchmarks as presented do not have any standardized meaning prescribed by Canadian GAAP and therefore may not be comparable with the calculation of similar measures for other entities. This discussion and analysis contains forward-looking statements as to the Trusts internal projections, expectations or beliefs relating to future events or future performance within the meaning of the “safe harbour” provisions of the United States Private Securities Litigation Reform Act of 1995 and the Securities Act (Ontario). In some cases, forward-looking statements can be identified by terminology such as “may”, “will”, “should”, “expects”, “projects”, “plans”, “anticipates” and similar expressions. These statements represent management’s expectations or beliefs concerning, among other things, future operating results and various components thereof or the economic performance of ARC Energy Trust (“ARC” or “the Trust”). The projections, estimates and beliefs contained in such forward-looking statements are based on management’s assumptions relating to the production performance of ARC’s oil and gas assets, the cost and competition for services throughout the oil and gas industry in 2006 and the continuation of the current regulatory and tax regime in Canada, and necessarily involve known and unknown risks and uncertainties, including the business risks discussed in this MD&A, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forwardlooking statements. Accordingly, readers are cautioned that events or circumstances could cause results to differ materially from those predicted. The Trust does not undertake to update any forward looking information in this document whether as to new information, future events or otherwise.

28


Highlights 2005

2004

Cash flow from operations Cash flow from operations per unit (1) Net income Distributions per unit (4) Payout ratio per cent (2)

639.5 3.35 356.9 1.99 59

448.0 2.41 241.7 1.80 74

43 39 48 11 (20)

56,254

56,870

(1)

Total daily production (boe/d) (3)

(4)

Per unit amounts are based on weighted average units plus units issuable for exhangeable shares at year end. Based on cash distributions divided by cash flow from operations. Reported production amount is based on company interest before royalty burdens. Where applicable in this MD&A natural gas has been converted to barrels of oil equivalent (“boe”) based on 6 mcf:1 bbl. The boe rate is based on an energy equivalent conversion method primarily applicable at the burner tip and does not represent a value equivalent at the well head. Use of boe in isolation may be misleading. Based on number of trust units outstanding at each cash distribution date.

AR 2005

(1) (2) (3)

% Change

MD&A

(Cdn$ millions, except per unit and volume data)

Cash Flow from Operations Cash flow from operations increased by 43 per cent in 2005 to $640 million from $448 million in 2004. This increase was primarily the result of higher commodity prices. The cash flow from operations per unit increased 39 per cent to $3.35 per unit from $2.41 per unit in 2004. The 2005 cash flow from operations included a cash loss of $87.6 million on commodity and foreign currency contracts while 2004 cash flow included a loss of $86.9 million on commodity and foreign currency contracts. The following table summarizes the variances in cash flow from operations and in cash flow from operations per unit between 2004 and 2005. It shows the variance is due mainly to increased commodity pricing, with some of the price increase being paid out in increased royalties and a small decrease in revenue because of the one per cent decrease in the volumes produced. ($ millions)

2004 Cash Flow from Operations

$

Volume variance Price variance Cash losses on commodity and foreign currency contracts (1) Royalties Expenses: Transportation Operating Cash G&A Interest Taxes Realized foreign exchange gain Other Weighted average trust units 2005 Cash flow from Operations (1)

$

448.0

($ per trust unit)

$

(% variance)

2.41

(12.2) 275.6 (0.6) (58.3)

(0.07) 1.48 – (0.31)

(3) 62 – (13)

0.5 (2.5) (6.0) (3.6) (1.0) (2.2) 1.8 -

– (0.01) (0.03) (0.02) (0.01) (0.01) 0.01 (0.09)

– (1) (1) (1) – – – (4)

3.35

39

639.5

$

Represents cash losses on commodity and foreign currency contracts including cash settlements on termination of commodity and foreign currency contracts.

29


MD&A

 

 

 

 

 

 

0RODUCTION

 

AR 2005

.ATURAL'ASBOE /IL.',BBL 









Production Production volumes averaged 56,254 boe per day in 2005 compared to 56,870 boe per day in 2004. Production from the Redwater and North Pembina Cardium Unit (“NPCU”) acquisitions were included starting on December 16, 2005 (these areas contributed 5,460 boe per day for the last 16 days of December 2005). The Trust exited 2005 with average daily production for the month of December in excess of 61,000 boe per day. The Trust expects 2006 production to average 61,000 boe per day, an eight per cent increase over 2005. Production Crude oil (bbl/d) Natural gas (mcf/d) NGL (bbl/d) Total production (boe/d) (1)

2005

2004

23,282 173,800 4,005

22,961 178,309 4,191

1 (3) (4)

56,254

56,870

(1)

51 49

52 48

% Natural gas production % Crude oil and liquids production (1)

% Change

Reported production for a period may include minor adjustments from previous production periods.

The following table summarizes the Trust’s production by core area: 2005 Core Area (1)

Total

Oil

Gas (2)

NGL

Total

(boe/d)

(bbl/d)

(mmcf/d)

(bbl/d)

(boe/d)

Oil (bbl/d)

Gas (mmcf/d)

NGL (bbl/d)

Central AB Northern AB & BC Pembina & Redwater S.E. AB & S.W. Sask. S.E. Sask.

8,041 18,286 7,953 11,298 10,676

1,364 6,026 4,166 1,499 10,227

30.2 65.3 17.7 58.7 1.9

1,641 1,381 832 15 136

9,295 19,026 7,433 10,871 10,245

2,003 5,733 3,742 1,658 9,825

32.6 71.1 17.5 55.2 1.9

1,856 1,441 772 14 108

Total

56,254

23,282

173.8

4,005

56,870

22,961

178.3

4,191

(1) (2)

30

2004

Provincial references: AB is Alberta, BC is British Columbia, Sask. is Saskatchewan, S.E. is southeast, S.W. is southwest. Rounding of the gas conversion at 6:1 mmcf can result in totals not summing exactly.


Benchmark prices

2005

2004

% Change

AECO gas ($/mcf) (1) WTI oil (US$/bbl) (2) US$/Cdn$ foreign exchange rate WTI oil (Cdn$/bbl)

8.45 56.61 0.83 68.52

6.79 41.43 0.77 53.81

24 37 8 27

(1) (2)

MD&A

Commodity Prices

Represents the AECO monthly posting. WTI represents West Texas Intermediate posting as denominated in US$.

AR 2005

Oil and gas prices reached historic highs in 2005. The strength of the Canadian dollar served to partially offset the impact of higher US denominated oil prices. The Trust’s oil production consists predominantly of light and medium crude oil while heavy oil accounts for less than five per cent of the Trust’s liquids production. Overall the price of WTI oil in Canadian dollars increased by 27 per cent over the prior year to $68.52 versus $53.81 in 2004. Alberta AECO Hub natural gas prices, which are commonly used as an industry reference, averaged $8.45 per mcf in 2005 compared to $6.79 per mcf in 2004. ARC’s realized gas price, before hedging, increased by 32 per cent to $8.96 per mcf compared to $6.78 per mcf in 2004. ARC’s realized gas price is based on prices received at the various markets in which the Trust sells its natural gas. ARC’s natural gas sales portfolio consists of gas sales priced at the AECO monthly index, the AECO daily spot market, eastern and mid-west United States markets and a portion to aggregators. Prior to hedging activities, ARC realized $56.54 per boe in 2005, a 31 per cent increase over the $43.13 per boe received prior to hedging in 2004. The following is a summary of realized prices : ARC Realized Prices 2005

2004

% Change

Oil ($/bbl) Natural gas ($/mcf) NGL ($/bbl)

61.11 8.96 49.92

47.03 6.78 39.04

30 32 28

Total commodity revenue before hedging ($/boe) Other revenue ($/boe)

56.54 0.21

43.13 0.19

31 11

Total revenue before hedging ($/boe)

56.75

43.32

31

Revenue Revenue increased to $1.2 billion in 2005, an increase of 29 per cent compared to 2004 revenue of $902 million. Significantly higher commodity prices caused this higher revenue. A breakdown of revenue is as follows: Revenue 2005

2004

% Change

519,272 568,710 72,973

395,203 442,537 59,886

31 29 22

Total commodity revenue Other revenue

1,160,955 4,242

897,626 4,156

29 2

Total revenue

1,165,197

901,782

29

($ thousands)

Oil revenue Natural gas revenue NGL revenue

Risk Management The Trust’s risk management activities are conducted by an internal Risk Management Committee, based upon guidelines approved by the Board. The Risk Management Committee has the following mandate: • protect unitholder return on investment; • provide for minimum monthly cash distributions to unitholders; • employ a portfolio approach to risk management by entering into a number of small positions that build upon each other;

31


• participate in commodity price upturns to the greatest extent possible while limiting exposure to price downturns; and, MD&A

• ensure profitability of specific oil and gas properties that are more sensitive to changes in market conditions. The Trust realized cash hedging losses of $87.6 million for the year attributed primarily to capped contracts that expired on December 31, 2005. At the date of this MD&A the Trust had upside participation for 2006 on all produced volumes with the exception of those noted below, with downside price protection on 39 per cent of liquids production and 14 per cent of natural gas production (26 per cent of produced boes).

AR 2005

The Trust continues to execute a risk management strategy focused on put and put spread structures to manage commodity prices and continues to use fixed rate swaps to manage foreign exchange and interest rate exposures. The purchase of a put involves paying a premium to limit the exposure to downturns in commodity prices while participating in commodity price appreciation. At year end the Trust had bought puts with an average floor on oil production of US$52.68 per bbl and Cdn$8.16 per GJ on natural gas. The Trust also entered into sold put transactions that offset the cost of the bought put premiums. The $12.4 million cost of the put premiums has been incurred to protect a portion of 2006 revenue. In addition to the above contracts, the Trust entered into long-term risk management structures to lock in returns on production acquired through the Redwater and NPCU acquisitions announced in December 2005. ARC has protected 5,000 barrels per day through 2009 with a three-way collar by partially financing the purchase of a US$55 floor with a sold US$40 put and US$90 call. ARC felt it prudent to sell the out-of-the-money put and call in order to reduce the cost of the US$55 floor and minimize its long-term premium commitments. As a result, ARC has US$55 price protection (down to US$40) on the acquired volumes costing an average of $1.9 million per year through 2009. If oil trades above US$90 in any one month, ARC will be limited to US$90 for that month, if WTI falls below US$40, ARC receives market price plus US$15 under the three-way collar. For a complete summary of the Trust’s oil and natural gas hedges, please refer to “Hedging Program” under the “Investor Relations” section of the Trust’s website at www.arcenergytrust.com. The Trust considers its risk management contracts to be effective economic hedges as they meet the objectives of the Trust’s risk management mandate. In order to mitigate credit risk, the Trust executes commodity and foreign currency hedging risk management with financially sound, credit worthy counterparties. All contracts require approval of the Trust’s Risk Management Committee prior to execution. Deferred premiums payable will be recorded as a realized cash hedging loss when payment is made in a future period. These premiums may be partially offset if ARC sells any short-term options. The Trust’s oil contracts are based on the WTI index and the majority of the Trust’s natural gas contracts are based on the AECO monthly index.

Gain or Loss on Commodity and Foreign Currency Contracts Gain or loss on commodity and foreign currency contracts comprise realized and unrealized gains or losses on commodity and foreign currency contracts that do not meet the accounting definition of the requirements of an effective hedge, even though the Trust considers all commodity and foreign currency contracts to be effective economic hedges. Accordingly, gains and losses on such contracts are shown as a separate expense in the statement of income. The Trust recorded a realized loss on commodity and foreign currency contracts of $87.6 million in 2005, which is virtually the same amount as realized in 2004. The following is a summary of the gain (loss) on commodity and foreign currency contracts for 2005: Commodity and foreign currency contracts ($ thousands)

Realized cash (loss) gain on contracts (1) Non-cash gain on contracts Non-cash amortization of opening deferred hedge loss Unrealized (loss) gain on contracts, change in fair value (2) Total gain (loss) on commodity and foreign currency contracts (1) (2)

32

Crude Oil & Liquids (75,816) – –

Natural Gas (12,491) – –

Foreign Currency 749 –

2005 Total (87,558) –

2004 Total (86,909) 4,883

(14,575)

10,533

16,465

(17,531)

1,066

(59,351)

(30,022)

1,815

Realized cash gains and losses represent actual cash settlements or receipts under the respective contracts. The unrealized (loss) gain on contracts represents the change in fair value of the contracts during the period.

(87,558)

(86,068)


MD&A











!VERAGE 3ELLING 0RICEBOE



BEFOREHEDGING









AR 2005

2OYALTIES /PERATINGANDTRANSPORTATIONCOSTS .ETBACKBEFOREHEDGING





Operating Netbacks The Trust’s operating netback, prior to realized hedging losses, increased 37 per cent to $37.66 per boe in 2005 compared to $27.39 per boe in 2004. The increase in netbacks in 2005 is due to higher commodity prices. The netback was reduced by realized losses on commodity and foreign currency contracts of $4.26 per boe for 2005, very similar to losses of $3.94 per boe in 2004. The components of operating netbacks are shown below:

Oil Netback Weighted average sales price Other revenue

($/bbl)

Gas

NGL

2005 Total

2004 Total

($/mcf)

($/bbl)

($/boe)

($/boe)

61.11 –

8.96 –

49.91 –

56.54 0.21

43.13 0.19

61.11 (11.58) (0.13) (8.62)

8.96 (1.85) (0.21) (0.98)

49.91 (13.18) – (4.69)

56.75 (11.46) (0.70) (6.93)

43.32 (8.51) (0.71) (6.71)

Netback prior to hedging Realized loss on commodity and foreign currency contracts

40.78

5.92

32.04

37.66

27.39

(8.83)

(0.20)

(4.26)

(3.94)

Netback after hedging

31.95

5.72

33.40

23.45

Total revenue Royalties Transportation Operating costs (1)

(1)

– 32.04

Operating expenses are composed of direct costs incurred to operate oil and gas wells. A number of assumptions have been made in allocating these costs between oil, natural gas and natural gas liquids production.

Royalties increased to $11.46 per boe in 2005 compared to $8.51 per boe in 2004, up 35 per cent as a result of higher commodity prices. Royalties are calculated and paid based on commodity revenue net of associated transportation costs and before any commodity hedging gains or losses. Royalties as a percentage of pre-hedged commodity revenue net of transportation costs remained unchanged at approximately 20 per cent. Operating costs, net of processing income, remained relatively consistent at $142.2 million in 2005 compared to $139.7 million in 2004. Operating costs per boe increased three per cent to $6.93 per boe in 2005 compared to $6.71 per boe in 2004. The higher costs of services throughout the industry, particularly for service rigs, trucking costs and mechanical services, has caused the increase in operating costs. In 2006 it is expected that base operating costs (before Redwater and NPCU) will increase over 10 per cent to $7.70 per boe. With the addition of the higher cost Redwater and NPCU properties it is estimated that average operating costs will increase to $8.65 per boe in 2006.

33


MD&A



 



'!AND -ANAGEMENT &EESBOE



AR 2005



-ANAGEMENT&EES .ON #ASH'! #ASH'! 









General and Administrative Expenses and Trust Unit Incentive Compensation Cash general and administrative expenses (“G&A�), net of overhead recoveries on operated properties, increased to $27.4 million ($1.34 per boe) in 2005 from $21.4 million ($1.03 per boe) in 2004. Increases in cash G&A expenses in total and per boe were the result of the increasing costs to manage the business associated with increased staff levels and increased compensation. Due to unprecedented levels of activity for ARC and for the industry as a whole in 2005, the costs associated with hiring, compensating and retaining employees and consultants has risen. It is essential for the Trust to maintain competitive compensation levels to ensure that we continue to attract and retain the most qualified individuals. The following is a breakdown of G&A and trust unit incentive compensation expense: G&A and Trust Unit Incentive Compensation Expense 2005

2004

G&A expenses Whole Unit Plan compensation expense (1) Operating recoveries

35,044 1,062 (8,659)

30,733 – (9,307)

14 100 (7)

Cash G&A expenses Accrued compensation - Rights Plan Accrued compensation - Whole Unit Plan

27,447 6,525 8,774

21,426 5,171 2,915

28 26 201

Total G&A and trust unit incentive compensation expense

42,746

29,512

45

1.34

1.03

30

2.08

1.42

46

($ thousands except per boe)

Cash G&A expenses per boe Total G&A and trust unit incentive compensation expense per boe (1)

% Change

Plan started in 2004 with the first cash payment made in April 2005.

A non-cash trust unit incentive compensation expense (“non-cash compensation expense�) of $15.3 million ($0.74 per boe) was recorded in 2005 compared to $8.1 million ($0.39 per boe) in 2004. This non-cash amount relates to estimated costs of the Trust Unit Incentive Rights Plan (“Rights Plan�) and the Whole Trust Unit Incentive Plan to December 31, 2005 and reflects the strong market performance of ARC’s units during the year.

Rights Plan The Rights Plan provided employees, officers and independent directors the right to purchase units at a specified price. In general, the rights had a five year term and vested equally over three years. The exercise price of the rights is adjusted downwards from time to time by the amount that distributions to unitholders, in any calendar quarter exceeds 2.5 per cent of the Trust’s net book value of property, plant and equipment. The rights plan was replaced by a Whole Unit Plan during 2004 after which no further rights under the rights plan were issued. The number of rights outstanding declined by 1.7 million in the year from exercises or cancellations, to end the year at 1.3 million outstanding. For the year ended December 31, 2005, the compensation expense for the rights plan based on the fair value calculation resulted in an expense of $6.5 million compared to $5.2 million in 2004.

34


Whole Trust Unit Incentive Plan (“Whole Unit Plan”) MD&A

In March 2004, the Board of Directors approved a new Whole Unit Plan to replace the Rights Plan for new awards granted subsequent to the first quarter of 2004. The new Whole Unit Plan results in employees, officers and directors (the “plan participants”) receiving cash compensation in relation to the value of a specified number of underlying units. The Whole Unit Plan consists of Restricted Trust Units (“RTUs”) for which the number of units is fixed and will vest over a period of three years and Performance Trust Units (“PTUs”) for which the number of units is variable and will vest at the end of three years. Upon vesting, the plan participant is entitled to receive a cash payment based on the fair value of the underlying trust units plus accrued distributions. The cash compensation issued upon vesting of the PTUs is dependent upon the performance of the Trust compared to its peers. The PTU grant is adjusted by a performance multiplier. The performance multiplier is based on the percentile rank of the Trust’s total unitholder return, which is the sum of the increase in market price of the units over the period plus the amount of distributions over the period, compared to its peers. The performance multiplier can range from zero to two.

AR 2005

The value associated with the RTUs and PTUs is expensed in the statement of income over the vesting period with the expense amount being determined by the unit price, the number of PTUs to be issued on vesting, and distributions. Therefore, the expense recorded in the statement of income fluctuates over time. The following table shows the changes during the year of RTUs and PTUs outstanding: (in thousands of units)

number of RTUs

number of PTUs

Balance, beginning of year Vested Granted Forfeited

225 (79) 367 (34)

128 – 305 (42)

Balance, end of year

479

391

Under the Whole Unit Plan $13.6 million was paid or accrued during the year versus $2.9 million in 2004. The large increase in the accrued value of the RTUs and PTUs outstanding is attributed to the considerable increase in the Trust’s unit value in the market, and the increase in the performance multiplier on the PTUs to two reflecting ARC’s top quartile returns compared to other midsized oil and gas producers. The Trust expects 2006 G&A costs, excluding non-cash G&A associated with the Trust’s Rights Plan and Whole Unit Plan, to be approximately $1.70 per boe. In addition, the Trust expects 2006 non-cash G&A of approximately $0.65 per boe for the noncash trust unit incentive compensation expense associated with the Rights Plan and Whole Unit Plan. The increasing G&A costs in 2006 are the result of higher compensation levels associated with hiring and retaining qualified employees and consultants in a competitive environment.

Interest Expense Interest expense increased to $16.9 million in 2005 from $13.3 million in 2004. The increase is attributed to increased interest rates and to a higher average debt balance in 2005 compared to 2004 as a result of acquisitions funded by debt. Also during the year the Trust paid out an 8.05 per cent, US$21 million note and refinanced it at a lower interest rate. The amount paid to settle the note early was Cdn$1.3 million and was included as interest expense. The following is a summary of the debt balance and interest expense: Interest Expense ($ thousands)

Year end debt balance (1) Fixed rate debt Floating rate debt

2005

2004

% Change

526,636 268,156 258,480

220,549 220,259 290

139

Interest expense before interest rate swaps (2) Gain on interest rate hedge

17,420 (474)

14,675 (1,355)

19

Net interest expense

16,946

13,320

27

(1) (2)

Includes both long-term and current portions of debt. The interest rate swap was designated as an effective hedge for accounting purposes whereby actual realized gains and losses are netted against interest expense.

35


Foreign Exchange Gains and Losses MD&A

The Trust recorded a gain of $6.4 million ($0.31 per boe) on foreign exchange transactions compared to a gain of $20.7 million ($1.00 per boe) in 2004. These amounts include both realized and unrealized foreign exchange gains and losses. Unrealized foreign exchange gains and losses are due to revaluation of US denominated debt balances. The volatility of the Canadian dollar during the reporting period has a direct impact on the unrealized component of the foreign exchange gain or loss. The unrealized gain/loss impacts net income but does not impact cash flow as it is a non-cash amount. Realized foreign exchange gains or losses arise from US denominated transactions such as interest payments, debt repayments and hedging settlements.

Taxes

AR 2005

Capital taxes paid or payable by ARC, based on debt and equity levels at the end of the year, amounted to $3.9 million in 2005 compared to $2.8 million in 2004. The increase in 2005 capital taxes was attributed to the higher taxable capital base as a result of asset acquisitions, partially offset by a decrease in the capital tax rate, as well as a $0.9 million reassessment on prior years tax return filings by Star Oil & Gas Ltd. (“Star”), which ARC purchased in 2003. Corporate acquisitions completed in 2005 resulted in the Trust recording a future income tax liability of $213.8 million due to the difference between the tax basis and the fair value assigned to the acquired assets. The amount of tax pools versus asset value is one of the parameters that impacts the Trust’s acquisition bid levels. In the Trust’s structure, payments are made between ARC Resources Ltd. (“ARL”), the operating subsidiary of the Trust, and the Trust, transferring both income and future tax liability to the unitholders. At the current time, ARC does not anticipate any cash taxes will be paid by ARL.

Depletion, Depreciation and Accretion of Asset Retirement Obligation The depletion, depreciation and accretion (“DD&A”) rate increased to $12.88 per boe in 2005 from $11.51 per boe in 2004. The higher DD&A rate is due to the Redwater and NPCU property acquisition in the fourth quarter of 2005 for which the Trust recorded a higher proportionate cost per barrel of proved reserves of the acquired properties compared to the existing ARC properties. In addition, the higher asset retirement obligation recorded in 2005 has resulted in higher accretion expense in 2005. A breakdown of the DD&A rate is a follows: DD&A Rate 2005

2004

% Change

Depletion of oil & gas assets (1) Accretion of asset retirement obligation (2)

259,308 5,207

235,094 4,580

10 14

Total DD&A DD&A rate per boe

264,515 12.88

239,674 11.51

10 12

($ thousands except per boe amounts)

(1) (2)

Includes depletion of the capitalized portion of the asset retirement obligation that was capitalized to the property, plant and equipment (“PP&E”) balance and is being depleted over the life of the reserves. Represents the accretion expense on the asset retirement obligation during the year.

The costs subject to depletion included $61.9 million relating to the capitalized portion of the asset retirement obligation as at December 31, 2005 ($42.3 million as at December 31, 2004), net of accumulated depletion.

Goodwill The goodwill balance of $157.6 million arose as a result of the acquisition of Star in 2003. The goodwill balance was determined based on the excess of total consideration paid plus the future income tax liability less the fair value of the assets for accounting purposes acquired in the transaction. Accounting standards require that the goodwill balance be assessed for impairment at least annually or more frequently if events or changes in circumstances indicate that the balance might be impaired. If such an impairment exists, it would be charged to income in the period in which the impairment occurs. The Trust has determined that there was no goodwill impairment as of December 31, 2005.

Capital Expenditures and Net Acquisitions Total capital expenditures, excluding acquisitions and dispositions, totaled $268.8 million in 2005 compared to $193.8 million in 2004. This amount was incurred on drilling and completions, geological, geophysical and facilities expenditures, as ARC continues to develop its asset base. The significant increase in 2005 capital expenditures is due to the costs of the capital development program needed to replace production in the year. During the year, the Trust drilled 250 gross wells (220 net wells) on operated properties; consisting of 68 gross oil wells and 180 gross natural gas wells most of which were shallow gas wells, and two dry holes for a total success rate of 99 per cent in 2005. In addition, the Trust participated in 402 gross wells drilled by other operators. 36


MD&A

    

#ASH&LOW AND%ARNINGS MILLIONS

  









AR 2005

#ASH&LOW %ARNINGS 

In addition to capital expenditures on development activities, the Trust completed net property acquisitions of $91.3 million in 2005. Major property acquisitions were in the following areas: Berrymoor and Buck Creek in Alberta and Weirhill and Steelman in Saskatchewan. The Trust also completed a number of corporate acquisitions including Romulus Exploration Inc. in June 2005 for total consideration of $42 million and companies holding the Redwater and NPCU properties in December 2005 for total consideration of $463 million. Capital expenditures on development activities and acquisitions resulted in an increase in proved plus probable oil and gas reserves from 244 mmboe at year end 2004 to 287 mmboe at year end 2005. Approximately 95 per cent of the $269 million capital program was financed from cash flow from operations in 2005 versus 57 per cent in 2004. Property and corporate acquisitions were financed through a combination of debt and equity. A breakdown of capital expenditures and net acquisitions is shown below: Capital Expenditures 2005

2004

% Change

Geological and geophysical Drilling and completions Plant and facilities Other capital

9,219 200,873 55,032 3,710

5,388 144,487 41,089 2,820

71 39 34 32

Total capital expenditures

268,834

193,784

39

Producing property acquisitions (1) Producing property dispositions (1) Corporate acquisitions (2)

111,324 (20,038) 504,996

(529) (57,691) 72,009

Total capital expenditures and net acquisitions

865,116

207,573

Total capital expenditures and net acquisitions financed with cash flow Total capital expenditures and net acquisitions financed with debt

256,104 609,012

110,846 96,727

($ thousands)

(1) (2)

318

Value is net of post-closing adjustments. Represents total consideration for the transactions, including fees but is prior to the related future income tax liability, asset retirement obligation and working capital assumed on acquisition.

ARC expects to undertake significant development activities again in 2006 resulting in a $340 million capital budget. New activities include spending $25 million on a commercial scale Natural Gas from Coal (“NGC”) project and incurring a $17 million increase in capital allocated to moderate risk exploration.

Asset Retirement Obligation and Reclamation Fund At December 31, 2005, the Trust has recorded an Asset Retirement Obligation (“ARO”) of $165.1 million ($73 million at December 31, 2004) for future abandonment and reclamation of the Trust’s properties. The ARO increased by $76.2 million during 2005 as a result of additional liabilities associated with the acquisitions of Redwater and NPCU, and the wells drilled in 2005. Also the ARO increased because the inflation factor used to calculate the future retirement obligation was increased from 37


MD&A

1.5 per cent to two per cent in 2005. The ARO further increased by $5.2 million for accretion expense in 2005 ($4.6 million in 2004) and was reduced by $4.9 million ($3.2 million in 2004) for actual abandonment expenditures incurred in 2005. The Trust did not record a gain or loss on actual abandonment expenditures incurred as the costs closely approximated the liability value included in the ARO.

AR 2005

ARC contributed $6 million cash to its reclamation fund in 2005 ($6 million in 2004) and earned interest of $0.8 million ($1.2 million in 2004) on the fund balance. The fund balance was reduced by $4.6 million for cash-funded abandonment expenditures in 2005 ($3.1 million in 2004). This fund, invested in money market instruments, is established to provide for future abandonment and reclamation liabilities. Future contributions are currently set at approximately $6 million per year over 20 years in order to provide for the total estimated future abandonment and reclamation costs that are to be incurred over the next 61 years. In addition, as a result of the Redwater/NPCU acquisition the Trust has committed to additional yearly contributions starting at $6.1 million per year (resulting in a total 2006 contribution of $12.1 million). Currently, the fund balance stands at $23.5 million. 











4OTAL #APITALIZATION BILLIONS













Capital Structure A breakdown of the Trust’s capital structure is as follows: Capitalization, Financial Resources and Liquidity ($ thousands except per unit and per cent amounts)

Revolving credit facilities Senior secured notes Working capital deficit excluding short-term debt (1) Net debt obligations Units outstanding and issuable for exchangeable shares (thousands) Market price per unit at end of year Market value of units and exchangeable shares Total capitalization (2) Net debt as a percentage of total capitalization Net debt obligations Cash flow from operations Net debt to cash flow (1) (2)

2005

2004

258,480 268,156 51,450

290 220,259 44,293

578,086 202,039 26.49 5,352,013 5,930,099

264,842 188,804 17.90 3,379,592 3,644,434

9.7% 578,086 639,511 0.9

7.3% 264,842 448,033 0.6

The working capital deficit excludes the balances for commodity and foreign currency contracts. Total capitalization as presented does not have any standardized meaning prescribed by Canadian GAAP and therefore it may not be comparable with the calculation of similar measures for other entities. Total capitalization is not intended to represent the total funds from equity and debt received by the Trust.

On December 15, 2005 the Trust repaid the remaining US$21 million outstanding on its 8.05 per cent senior secured notes originally issued in November 2000 pursuant to an Uncommitted Master Shelf Agreement. The Trust paid US$1.1 million in order to retire this note based upon the discounted value of interest payable at the 8.05 per cent rate and current market interest rates. Concurrent with the repayment, US$75 million of senior secured notes were issued under an Amended Uncommitted Master Shelf Agreement. This note pays a quarterly coupon of 5.42 per cent per annum and requires equal principal payments of US$9,375,000 over an eight year period commencing in 2010. In conjunction with the December acquisition of Redwater and the NPCU, the Trust increased its syndicated credit facility to $700 million and its working capital facility to $25 million resulting in a total borrowing base of $950 million. The increase in the borrowing base did not impact any key terms in the credit facility such as security or covenants. The next annual credit review will occur during the first quarter of 2006 at which time the Trust will reduce its available credit facilities to reduce fees on credit facilities it does not expect to utilize in the near future. 38






MD&A



 



 

 



 

.ET$EBT ASA0ERCENTAGEOF 4OTAL#APITALIZATION 













5NITS /UTSTANDINGAT 9EAR%ND MILLIONS



5NIT -ARKET 0RICE UNITAT $ECEMBER





INCLUDESUNITSISSUABLE FOREXCHANGEABLESHARES 

















AR 2005





The Trust intends to finance its $340 million 2006 capital program with cash flow and the proceeds of the distribution reinvestment program with any remainder being financed with debt.

Unitholders’ Equity At December 31, 2005, there were 199.1 million trust units issued and 2.9 million units issuable for exchangeable shares, a seven per cent increase from the 185.8 million units issued and three million units issuable for exchangeable shares at December 31, 2004. The increase in the number of units outstanding is attributable to the following: Average Price (per unit)

Units Issued at December 31, 2004 December 2005 equity offering Units issued from treasury pursuant to DRIP program Units issued on exercise of employee rights Units issued pursuant to exchange of ARL exchangeable shares Units issued at December 31, 2005

$ $ $ $

– 26.65 19.92 16.03 11.04

Proceeds ($ millions)

– 239.9 48.8 24.1 4.0

# of Units (millions)

185.8 9.0 2.5 1.5 0.3 199.1

The Trust issued nine million units at $26.65 in December 2005 for proceeds of $239.9 million less underwriter’s fees of $12 million for net proceeds of $227.9 million. Proceeds from the offering were used to partially repay debt associated with the Redwater and NPCU acquisitions. The Trust made its final issuance of rights under the Rights Plan during 2004. There will be no future issuances of rights as the rights plan was replaced with a new Whole Unit Plan in 2004. The existing rights plan will be in place until the remaining 1.3 million rights outstanding as of December 31, 2005 are exercised or cancelled. These rights have an adjusted exercise price of $10.22 and have an average remaining contractual life of 3.3 years and expire at various dates to March 22, 2009. Of the rights outstanding at December 31, 2005, a total of 0.6 million were exercisable at that time. The Whole Unit Plan introduced in 2004 is a cash compensation plan for employees, officers and directors of the Trust and does not involve any units being issued from treasury. The Trust has made provisions whereby employees may elect to have units purchased for them on the market with the cash received upon vesting.

Cash Distributions ARC declared cash distributions of $377 million ($1.99 per unit), representing 59 per cent of 2005 cash flow from operations compared to cash distributions of $330 million ($1.80 per unit), representing 74 per cent of cash flow from operations in 2004. The remaining 41 per cent of 2005 cash flow ($263 million) was used to fund 95 per cent of ARC’s 2005 capital expenditures and make contributions, including interest, to the reclamation fund ($6.8 million). The actual amount of cash flow withheld to fund the Trust’s capital expenditure program is dependent on the commodity price environment and is at the discretion of the Board of Directors.

39


MD&A











AR 2005



#ASH $ISTRIBUTIONS UNIT 









Cash flow and cash distributions in total and per unit were as follows: Cash flow and distributions

($ millions)

2005 Cash flow from operations Reclamation fund contributions (1) Capital expenditures funded with cash flow Other (2)

2004 % Change

2005

2004 % Change

639.5 (6.8) (256.1) –

448.0 (7.2) (110.8) –

43 (6) 131 –

3.35 (0.04) (1.34) 0.02

2.41 (0.04) (0.60) 0.03

39 – 123 (33)

376.6

330.0

14

1.99

1.80

11

Cash distributions (1) (2)

($ per unit)

Includes interest income earned on the reclamation fund balance that is retained in the reclamation fund. Other represents the difference due to cash distributions paid being based on actual units at each distribution date whereas per unit cash flow, reclamation fund contributions and capital expenditures funded with cash flow are based on weighted average trust units in the year plus units issuable for exchangeable shares at year end.

Monthly cash distributions for the first quarter of 2006 have been set at $0.20 per unit subject to monthly review based on commodity price fluctuations. Revisions, if any, to the monthly distribution are normally announced on a quarterly basis in the context of prevailing and anticipated commodity prices at that time.

Historical Cash Distributions by Calendar Year The following table presents cash distributions paid in each calendar period.

Calendar Year

Distributions (1)

2006 YTD (2) 2005 2004 2003 2002 2001 2000 1999 1998 1997 1996

0.40 1.94 1.80 1.78 1.58 2.41 1.86 1.25 1.20 1.40 0.81

Cumulative (1) (2) (3)

40

$

16.43

Taxable Portion

Return of Capital

0.39 (2) 1.90 (3) 1.69 1.51 1.07 1.64 0.84 0.26 0.12 0.31 – $

9.73

0.01 (2) 0.04 (3) 0.11 0.27 0.51 0.77 1.02 0.99 1.08 1.09 0.81 $

6.70

Based on cash distributions paid in the calendar year. Based on cash distributions paid in 2006 up to and including February 15, 2006 and estimated taxable portion of 2006 distributions of 98 per cent. Based on taxable portion of 2005 distributions of 98 per cent.


2005 Monthly Cash Distributions

Record Date

Distribution Payment Date

December 29, 2004 January 27, 2005 February 24, 2005 March 29, 2005 April 27, 2005 May 27, 2005 June 28, 2005 July 27, 2005 August 28, 2005 September 28, 2005 October 27, 2005 November 28, 2005

December 31, 2004 January 31, 2005 February 28, 2005 March 31, 2005 April 30, 2005 May 31, 2005 June 30, 2005 July 31, 2005 August 31, 2005 September 30, 2005 October 31, 2005 November 30, 2005

January 17, 2005 February 15, 2005 March 15, 2005 April 15, 2005 May 16, 2005 June 15, 2005 July 15, 2005 August 15, 2005 September 15, 2005 October 17, 2005 November 15, 2005 December 15, 2005

Total Distribution

Taxable Portion

Return of Capital

0.15 0.15 0.15 0.15 0.15 0.15 0.15 0.15 0.17 0.17 0.20 0.20

0.1470 0.1470 0.1470 0.1470 0.1470 0.1470 0.1470 0.1470 0.1666 0.1666 0.1960 0.1960

0.0030 0.0030 0.0030 0.0030 0.0030 0.0030 0.0030 0.0030 0.0034 0.0034 0.0040 0.0040

1.94

1.9012

0.0388

Total 2005

AR 2005

Ex-Distribution Date

MD&A

Actual cash distributions paid along with relevant payment dates are as follows:

Taxation of Cash Distributions Cash distributions comprise a return of capital portion (tax deferred) and a return on capital portion (taxable). The return of capital component reduces the cost basis of the units held. For a more detailed breakdown, please visit our website at www.arcenergytrust.com. For 2005, cash distributions paid in the calendar year will be 98 per cent return on capital (taxable) and two per cent return of capital (tax deferred). The increase in the taxable portion of distributions to 98 per cent is the result of increasing commodity prices and in turn increasing cash flow of the Trust. The exchangeable shares of ARL, a corporate subsidiary of the Trust, may provide a more tax-effective basis for investment in the Trust. The ARL exchangeable shares are traded on the TSX under the symbol “ARX” and are convertible into units, at the option of the shareholder, based on the then current exchange ratio. Exchangeable shareholders are not eligible to receive monthly cash distributions, however the exchange ratio increases on a monthly basis by an amount equal to the current month’s unit distribution multiplied by the then current exchange ratio and divided by the 10 day weighted average trading price of the units at the end of each month. The gain realized as a result of the monthly increase in the exchange ratio is taxed, in most circumstances, as a capital gain rather than income and is therefore subject to a lower effective tax rate. Tax on the exchangeable shares is deferred until the exchangeable share is sold or converted into a unit.

Contractual Obligations and Commitments The Trust has contractual obligations in the normal course of operations including purchase of assets and services, operating agreements, transportation commitments, sales commitments, royalty obligations, and lease rental obligations. These obligations are of a recurring and consistent nature and impact cash flow in an ongoing manner. The Trust also has contractual obligations and commitments that are of a less routine nature as disclosed in the following table. Payments Due By Period 2009-2010 Thereafter

2006

2007-2008

Debt repayments Reclamation fund contributions (1) Purchase commitments Operating leases Derivative contract premiums (2) Retention bonuses

– 6.1 2.4 4.1 12.4 1.0

279.4 11.8 3.4 8.1 – 1.0

49.2 10.2 3.2 7.3 – –

198.0 80.9 8.0 – – –

526.6 109.0 17.0 19.5 12.4 2.0

Total contractual obligations

26.0

303.7

69.9

286.9

686.5

($ millions)

(1) (2)

Total

Contribution commitments to a restricted reclamation fund associated with the Redwater property acquired in the Redwater and NPCU acquisition. Fixed premiums to be paid in future periods on certain commodity derivative contracts.

The Trust enters into commitments for capital expenditures in advance of the expenditures being made. At any given point in time, it is estimated that the Trust has committed to approximately $40 to $60 million of capital expenditures by means of giving the necessary authorizations to incur the capital in a future period. This commitment has not been disclosed in the above referenced commitment table as it is of a routine nature and is part of normal course of operations for active oil and gas companies and trusts. 41


MD&A

    

#ASH !VAILABLEFOR $ISTRIBUTION THOUSANDS

 

AR 2005



#ASH&LOW #ASH$ISTRIBUTIONS 









The Trust has certain sales contracts with aggregators whereby the price received by the Trust is dependent upon the contracts entered into by the aggregator. The Trust is involved in litigation and claims arising in the normal course of operations. Management is of the opinion that pending litigation will not have a material adverse impact on the Trust’s financial position or results of operations.

Off Balance Sheet Arrangements The Trust has certain lease agreements that are entered into in the normal course of operations. All leases are treated as operating leases whereby the lease payments are included in operating expenses or G&A expenses depending on the nature of the lease. No asset or liability value has been assigned to these leases in the balance sheet as of December 31, 2005. The total obligation for future lease payments under all operating leases is disclosed in the “Commitments and Contingencies” section of this MD&A. The Trust entered into agreements to pay premiums pursuant to certain crude oil derivative put contracts. Premiums of approximately $12.4 million will be paid in 2006 for the put contracts in place at year end. As the premiums are part of the underlying derivative contract, they have been recorded at fair market value at December 31, 2005 on the balance sheet. The total obligation for future premium payments is disclosed in the “Commitments and Contingencies” section of this MD&A.

Financial Reporting Update The following new standard has been reviewed by the Trust during 2005: Financial Instruments – Recognition and Measurement – On January 27, 2005, the Accounting Standard’s Board (“AcSB”) issued CICA Handbook section 3855 “Financial Instruments – Recognition and Measurement”, CICA Handbook section 1530 “Comprehensive Income” and CICA Handbook section 3865 “Hedges” that deal with the recognition and measurement of financial instruments and comprehensive income. The new standards are intended to harmonize Canadian standards with United States and international accounting standards. The new standards are effective for annual and interim periods in fiscal years beginning on or after October 1, 2006. These new standards will impact the Trust in future periods and the resulting impact will be assessed at that time.

Critical Accounting Estimates The Trust has continuously evolved and documented its management and internal reporting systems to provide assurance that accurate, timely internal and external information is gathered and disseminated. The Trust’s financial and operating results incorporate certain estimates including: (a) estimated revenues, royalties and operating costs on production as at a specific reporting date but for which actual revenues and costs have not yet been received; (b) estimated capital expenditures on projects that are in progress; (c) estimated depletion, depreciation and accretion that are based on estimates of oil and gas reserves that the Trust expects to recover in the future; (d) estimated fair values of derivative contracts that are subject to fluctuation depending upon the underlying commodity prices and foreign exchange rates;

42


(e) estimated value of asset retirement obligations that are dependent upon estimates of future costs and timing of expenditures; and estimated future recoverable value of property, plant and equipment and goodwill.

MD&A

(f)

The Trust has hired individuals and consultants who have the skills required to make such estimates and ensures individuals or departments with the most knowledge of the activity are responsible for the estimates. Further, past estimates are reviewed and compared to actual results, and actual results are compared to budgets in order to make more informed decisions on future estimates.

AR 2005

The ARC leadership team’s mandate includes ongoing development of procedures, standards and systems to allow ARC staff to make the best decisions possible and ensuring those decisions are in compliance with the Trust’s environmental, health and safety policies.

Financial Reporting and Internal Controls Update On July 31, 2002, the United States Congress enacted the Sarbanes Oxley Act (“SOX”). SOX applies to all companies registered with the Securities and Exchange Commission (“SEC”). Although ARC is not listed on a US stock exchange, the Trust is registered with the SEC as a result of having acquired Startech Energy Inc. in 2001 and therefore is required to comply with certain portions of the SOX legislation. There are various components to the SOX legislation, however the most comprehensive is Section 404 “Internal Controls Over Financial Reporting”. Section 404 requires that management undertake the following: • identify and document internal controls that impact financial reporting; • assess the effectiveness of those internal controls; • remediate any deficiencies in internal controls and/or implement any required controls that are not already in place; • test the internal controls to ensure that they are operating effectively; and • issue a report, to be signed by the CEO and CFO, on management’s assessment of the effectiveness of internal controls and communicate any material weaknesses. ARC is currently required to comply with section 404 of the SOX legislation on December 31, 2006. In conjunction with the 2006 year end audit, ARC’s external auditors will audit the Trust’s internal controls and will issue two opinions, one on the auditor’s assessment of the effectiveness of internal controls over financial reporting and one on the auditor’s opinion on management’s assessment of the internal controls over financial reporting. The Trust currently has a comprehensive plan and a dedicated team of individuals in place to execute the plan of meeting the SOX Section 404 compliance date. As of December 31, 2005, an internal evaluation was carried out of the effectiveness of the Trust’s disclosure controls and procedures as defined in Rule 13a-15 under the US Securities Exchange Act of 1934. Based on that evaluation, the President and Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective to ensure that material information relating to the Trust is made known to management on a timely basis and is included in this report. No changes were made to our internal control over financial reporting during the year ended December 31, 2005, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. In addition to SOX, ARC is required to comply with Multilateral Instrument 52-109 “Certification of Disclosure in Issuers’ Annual and Interim Filings”, otherwise referred to as Canadian SOX (“C-Sox”). ARC is currently complying with this legislation by filing bare interim and annual certificates. It is expected that ARC will be required to file a full annual certificate in conjunction with the December 31, 2006 year end. The Canadian requirements closely parallel the SEC’s certification rules, however, currently there is no requirement to have external auditor’s opinion on the Trust’s internal controls or management’s assessment thereof.

Objectives and 2006 Outlook It is the Trust’s objective to provide superior long-term returns to unitholders by focusing on the key strategic objectives of the business plan. The Trust has provided unitholders with the following one, three and five year returns (assuming the reinvestment of distributions): Total Returns One year

($ per unit except for per cent)

Three year

Five year

Distributions per unit Capital appreciation per unit

$

1.99 8.59

$

5.59 14.59

$

9.46 15.19

Total return per unit Annualized total return per unit

$

10.58 62.4%

$

20.18 46.5%

$

24.65 38.8%

43


MD&A

To the end of 2005, the Trust has provided cumulative cash distributions of $16.23 per unit and capital appreciation of $16.49 per unit for a total return of $32.72 per unit (27.9 per cent annualized total return) for unitholders who invested in the Trust at inception in 1996. The key future objectives of the Trust’s business plan, as identified below, are reviewed annually by the Board. The Trust was successful in meeting all of its objectives in 2005 as individually addressed below. They continue to be key objectives for 2006. • Annual reserves replacement – The Trust increased its proved plus probable reserves from 244 mmboe at year end 2004 to 287 mmboe at year end 2005 through a combination of the reserves additions associated with the Trust’s $269 million 2005 capital budget and reserves purchased in corporate and property acquisitions (net of dispositions) for $598 million.

AR 2005

• Ensuring acquisitions are strategic and enhance unitholder returns – The Trust added significant assets in its core Pembina and southeast Saskatchewan areas in 2005. In addition, the Trust added another long-life, light oil property to its portfolio with the acquisition of a controlling interest in the Redwater field. ARC believes that long-life, light oil properties will provide future opportunities to enhance unitholder value through the application of tertiary recovery methods. • Controlling costs – Due to the diligence of field and office operating staff, the Trust’s operating costs per boe in 2005 increased less than three per cent over 2004 costs. Cash G&A costs in 2005 increased 30 per cent to $1.34 per boe from $1.03 per boe in 2004 as a result of both increased staff count and increased compensation costs due to the extremely competitive marketplace for experienced staff with oil and gas expertise. The Trust believes the $1.34 per boe cash G&A costs will be “middle of the pack” for mid-sized oil and gas producers, representing an appropriate balance of the Trust’s objective to develop and retain the best staff in the industry, discussed below, and the desire to keep costs as low as possible. The Trust’s three year average FD&A costs of $11 per boe prior to incorporating future development costs “FDC” and $13.50 per boe with FDC, ARC believes will be better than the industry average and demonstrates ARC’s effective use of retained cash. • Conservative utilization of debt – The Trust’s debt levels were under 10 per cent of total capitalization and debt to 2005 cash flow was 0.7 times for the year ended 2005 taking into account full year cash flow on properties acquired later in the year. • Continuously developing the expertise of our staff and seeking to hire and retain the best in the industry – the Trust runs an active training and development program for its employees and encourages personal development. The Trust continues to assess compensation levels in the industry to ensure that the Trust’s compensation is competitive so as to attract and retain the best employees. The Trust’s long-term incentive plan’s payouts are directly tied to the Trust’s performance providing alignment between employees and investors. Since ARC’s 62 per cent total return in 2005 was one of the top returns in our sector, total non-cash long-term compensation expense increased to $0.74 per boe in 2005. • Building relationships and conducting business in a way that is viewed as fair and equitable – ARC employees, leadership team and directors work hard to build the ARC “franchise value” through honest, transparent dealings with our business partners. “Treating all people with respect” is a key message inside and outside the organization. This basic business fundamental allows us to build enduring relationships with joint venture partners, land owners, investors, banks and lending institutions, governments and the investment community. • Promoting the use of proven and effective technologies – The Trust continues to research new technologies in an effort to conduct its operations in the most efficient and cost effective manner. With the Trust’s purchase of Redwater and additional interest in Pembina, the Trust will be increasing its research into tertiary recovery methods. • Being an industry leader in health, safety and environmental performance – The Trust’s primary focus continues to be on operating in a safe, reliable and responsible fashion. The Trust is committed to the platinum level of CAPP Stewardship reporting and continues to achieve reductions in greenhouse gas emissions under the Canada Climate Change VCR initiative. • Continuing to actively support local initiatives in the communities in which we live and work – The Trust is very actively involved in charitable and philanthropic causes both in Calgary and in the rural communities in which it operates. ARC continued to be a strong supporter of the United Way, Alberta Cancer Foundation, Alberta Children’s Hospital and many community organizations in rural centres.

44


Actual 2005

% Change

2006 Guidance

56,000

56,254

61,000

Expenses ($/boe): Operating costs Transportation G&A expenses – cash G&A expenses – stock compensation plans Interest Taxes

7.00 0.70 1.25 0.60 0.75 0.15

6.93 0.70 1.34 0.74 0.83 0.19

(1) – 7 23 11 –

8.65 0.70 1.70 0.65 1.40 0.15

Capital expenditures ($ millions)

270

269

340

Weighted average trust units and units issuable (millions)

191.3

191.2

205.5

Production (boe/d)

AR 2005

2005 Revised Guidance

MD&A

Following is a summary of the Trust’s 2006 Guidance issued by way of news release on December 6, 2005:

Actual 2005 results were in line with 2005 guidance except for G&A expenses, which were higher because of increased staff compensation costs and expected payments under the Long-term Employee Incentive Plan. Interest costs increased because of acquisitions, which were made during the year and partially funded by debt.

2006 Cash Flow and Hedging Sensitivity Below is a table that illustrates sensitivities to pre-hedged cash flow with operational changes and changes to the business environment:

Business environment

Assumption

Oil price (US$WTI/bbl) (1) Natural gas price (Cdn$AECO/mcf) (1) CAD/USD exchange rate Interest rate on debt

$ $ $

Operational Liquids production volume (bbl/d) Gas production volumes (mmcf/d) Operating expenses per boe Cash G&A expenses per boe (1)

$ $

55.00 10.55 0.87 4.1% 31,000 181.0 8.60 1.70

Impact on Annual Cash Flow Change $/Unit $ $ $

1.00 0.10 0.01 1.0%

$ $ $ $

0.05 0.03 0.06 0.03

1.0% 1.0% 1.0% 10.0%

$ $ $ $

0.02 0.02 0.01 0.02

Analysis does not include the effect of derivative contracts.

Assessment of Business Risks The ARC management team is focused on long-term strategic planning and has identified the key risks, uncertainties and opportunities associated with the Trust’s business that can impact the financial results as follows: VOLATILITY OF OIL AND NATURAL GAS PRICES The Trust’s operational results and financial condition, and therefore the amount of distributions paid to the unitholders will be dependent on the prices received for oil and natural gas production. Oil and gas prices have fluctuated widely during recent years and are determined by economic and in the case of oil prices, political factors. Supply and demand factors, including weather and general economic conditions as well as conditions in other oil and natural gas regions impact prices. Any movement in oil and natural gas prices could have an effect on the Trust’s financial condition and therefore on the distributions to the holders of trust units. ARC may manage the risk associated with changes in commodity prices by entering into oil or natural gas price derivative contracts. If ARC engages in activities to manage its commodity price exposure, the Trust may forego the benefits it would otherwise experience if commodity prices were to increase. In addition, commodity derivative contracts activities could expose ARC to losses. To the extent that ARC engages in risk management activities related to commodity prices, it will be subject to credit risks associated with counterparties with which it contracts. VARIATIONS IN INTEREST RATES AND FOREIGN EXCHANGE RATES Variations in interest rates could result in a significant increase in the amount the Trust pays to service debt, resulting in a decrease in distributions to unitholders. World oil prices are quoted in US dollars and the price received by Canadian producers is therefore affected by the Canadian/US dollar exchange rate that may fluctuate over time. A material increase in the value of the Canadian dollar may negatively impact the Trust’s net production revenue. In addition, the exchange rate for the Canadian 45


MD&A

dollar versus the US dollar has increased significantly over the last 12 months, resulting in the receipt by the Trust of fewer Canadian dollars for its production, which may affect future distributions. ARC has initiated certain derivative contracts to attempt to mitigate these risks. To the extent that ARC engages in risk management activities related to foreign exchange rates, it will be subject to credit risk associated with counterparties with which it contracts. The increase in the exchange rate for the Canadian dollar and future Canadian/US exchange rates may impact future distributions and the future value of the Trust’s reserves as determined by independent evaluators.

AR 2005

RESERVES ESTIMATES The reserves and recovery information contained in ARC’s independent reserves evaluation is only an estimate. The actual production and ultimate reserves from the properties may be greater or less than the estimates prepared by the independent reserves evaluator. The reserves report was prepared using certain commodity price assumptions that are described in the notes to the reserves tables. If lower prices for crude oil, natural gas liquids and natural gas are realized by the Trust and substituted for the price assumptions utilized in those reserves reports, the present value of estimated future net cash flows for the Trust’s reserves would be reduced and the reduction could be significant, particularly based on the constant price case assumptions. DEPLETION OF RESERVES AND MAINTENANCE OF DISTRIBUTION ARC’s future oil and natural gas reserves and production, and therefore its cash flows, will be highly dependent on ARC’s success in exploiting its reserves base and acquiring additional reserves. Without reserves additions through acquisition or development activities, the Trust’s reserves and production will decline over time as the oil and natural gas reserves are produced out. There can be no assurance that the Trust will make sufficient capital expenditures to maintain production at current levels; nor as a consequence, that the amount of distributions by the Trust to unitholders can be maintained at current levels. To the extent that external sources of capital, including the issuance of additional trust units become limited or unavailable, ARC’s ability to make the necessary capital investments to maintain or expand its oil and natural gas reserves could be impaired. To the extent that ARC is required to use cash flow to finance capital expenditures or property acquisitions, the level of distributions could be reduced. There can be no assurance that ARC will be successful in developing or acquiring additional reserves on terms that meet the Trust’s investment objectives. ACQUISITIONS The price paid for reserves acquisitions is based on engineering and economic estimates of the reserves made by independent engineers modified to reflect the technical views of management. These assessments include a number of material assumptions regarding such factors as recoverability and marketability of oil, natural gas, natural gas liquids and sulphur, future prices of oil, natural gas, natural gas liquids and sulphur and operating costs, future capital expenditures and royalties and other government levies that will be imposed over the producing life of the reserves. Many of these factors are subject to change and are beyond the control of the operators of the working interests, management and the Trust. In particular, changes in the prices of and markets for oil, natural gas, natural gas liquids and sulphur from those anticipated at the time of making such assessments will affect the amount of future distributions and as such the value of the units. In addition, all such estimates involve a measure of geological and engineering uncertainty that could result in lower production and reserves than attributed to the working interests. Actual reserves could vary materially from these estimates. Consequently, the reserves acquired may be less than expected, which could adversely impact cash flows and distributions to unitholders. OPERATIONAL AND RESERVE RISKS RELATING TO THE ACQUISITION OF ASSETS Risk factors set forth in this MD&A relating to the oil and natural gas business and the operations and reserves of the Trust apply equally in respect of the acquisitions that the Trust makes over time. Reserve and recovery information contained in this MD&A in respect of acquisitions is only an estimate and the actual production from and ultimate reserves of the acquisitions, particularly the NPCU and Redwater properties may be greater or less than the estimates contained in such reports. There are significant environmental reclamation liabilities attributable to the NPCU and Redwater properties. COMPETITION There is strong competition relating to all aspects of the oil and gas industry. There are numerous trusts in the oil and gas industry that are competing for the acquisition of properties with longer life reserves and properties with exploitation and development opportunities. As a result of such increasing competition, it will be more difficult to acquire reserves on beneficial terms. ARC competes for reserve acquisitions and skilled industry personnel with a substantial number of other oil and gas companies, many of which have significantly greater financial and other resources than the Trust. NATURE OF UNITS Units will have no value when the oil and gas reserves from the properties can no longer be economically produced and, as a result, cash distributions do not represent a “yield” in the traditional sense as they represent both a return of capital and a return on investment. The units do not represent a traditional investment in the oil and natural gas sector and should not be viewed by investors as shares in a corporation. The units represent a fractional interest in the Trust. As holders of units, unitholders will not have the statutory rights normally associated with ownership of shares of a corporation. The Trust’s sole assets will be the royalty interests

46


MD&A

in the properties. The price per unit is a function of anticipated distributable income, the properties acquired by ARC and ARC’s ability to effect long-term growth in the value of the Trust. The market price of the units will be sensitive to a variety of market conditions including, but not limited to, interest rates and the ability of the Trust to acquire suitable oil and natural gas properties. Changes in market conditions may adversely affect the trading price of the units. The net asset value, utilizing assumptions by independent engineers, of the assets of the Trust will vary from time to time dependent upon a number of factors beyond the control of management, including oil and gas prices. The trading prices of the units from time to time are also determined by a number of factors that are beyond the control of management and such trading prices may be greater than the net asset value of the Trust’s assets.

AR 2005

ENVIRONMENTAL CONCERNS The oil and natural gas industry is subject to environmental regulation pursuant to local, provincial and federal legislation. A breach of such legislation may result in the imposition of fines or issuance of clean up orders in respect of ARC or its working interests. Such legislation may be changed to impose higher standards and potentially more costly obligations on ARC. Although ARC has established a reclamation fund for the purpose of funding its currently estimated future environmental and reclamation obligations based on its current knowledge, there can be no assurance that the Trust will be able to satisfy its actual future environmental and reclamation obligations. Additionally, the potential impact on the Trust’s operations and business of the December 1997 Kyoto Protocol, which has been ratified by Canada, with respect to instituting reductions of greenhouse gases, is difficult to quantify at this time as specific measures for meeting Canada’s commitments have not been developed. CHANGES IN LEGISLATION Income tax laws, or other laws or government incentive programs relating to the oil and gas industry, such as the treatment of mutual fund trusts and resource taxation, may in the future be changed or interpreted in a manner that adversely affects the Trust and its unitholders. Tax authorities having jurisdiction over the Trust or the unitholders may disagree with how the Trust calculates its income for tax purposes or could change administrative practices to the detriment of the Trust or the detriment of its unitholders. ARC intends that the Trust will continue to qualify as a mutual fund trust for purposes of the Tax Act. The Trust may not, however, always be able to satisfy any future requirements for the maintenance of mutual fund trust status. Should the status of the Trust as a mutual fund trust be lost or successfully challenged by a relevant tax authority, certain adverse consequences may arise for the Trust and its unitholders. OPERATIONAL MATTERS The operation of oil and gas wells involves a number of operating and natural hazards that may result in blowouts, environmental damage and other unexpected or dangerous conditions resulting in damage to operating subsidiaries of the Trust and possible liability to third parties. ARC will maintain liability insurance, where available, in amounts consistent with industry standards. Business interruption insurance may also be purchased for selected facilities, to the extent that such insurance is available. ARC may become liable for damages arising from such events against which it cannot insure or against which it may elect not to insure because of high premium costs or other reasons. Costs incurred to repair such damage or pay such liabilities will reduce distributable cash. Continuing production from a property, and to some extent the marketing of production therefrom, are largely dependent upon the ability of the operator of the property. Operating costs on most properties have increased steadily over recent years. To the extent the operator fails to perform these functions properly, revenue may be reduced. Payments from production generally flow through the operator and there is a risk of delay and additional expense in receiving such revenues if the operator becomes insolvent. Although satisfactory title reviews are generally conducted in accordance with industry standards, such reviews do not guarantee or certify that a defect in the chain of title may not arise to defeat the claim of the Trust to certain properties. A reduction of the distributions could result in such circumstances. NON-RESIDENT OWNERSHIP OF TRUST UNITS In order for the Trust to maintain its status as a mutual fund trust under the Tax Act, the Trust intends to comply with the requirements of the Tax Act for “mutual fund trusts” at all relevant times. In this regard, the Trust shall among other things, monitor the ownership of the units to carry out such intentions. The Trust Indenture provides that if at any time the Trust becomes aware that the beneficial owners of 50 per cent or more of the units then outstanding are or may be non-residents or that such a situation is imminent, the Trust shall take such action as it is able and as may be necessary to carry out the foregoing intention. DEBT SERVICE AND ADDITIONAL FINANCING Amounts paid in respect of interest and principal on debt will reduce distributions. Variations in interest rates and scheduled principal repayments could result in significant changes in the amount required to be applied to debt service before payment of distributions. Certain covenants of the agreements with ARC’s lenders may also limit distributions. Although ARC believes the credit facilities will be sufficient for the Trust’s immediate requirements, there can be no assurance that the amount will be adequate for the future financial obligations of the Trust or that additional funds will be able to be obtained. The lenders will be provided with security over substantially all of the assets of ARC. If ARC becomes unable to pay its debt service charges or otherwise commits an event of default such as bankruptcy, the lender may foreclose on or sell the working interests.

47


MD&A

In the normal course of making capital investments to maintain and expand the oil and gas reserves of the Trust, additional units are issued from treasury that may result in a decline in production per unit and reserves per unit. Additionally, from time to time the Trust issues units from treasury in order to reduce debt and maintain a more optimal capital structure. Conversely, to the extent that external sources of capital, including the issuance of additional units, become limited or unavailable, the Trust’s ability to make the necessary capital investments to maintain or expand its oil and gas reserves will be impaired. To the extent that ARC is required to use cash flow to finance capital expenditures or property acquisitions, to pay debt service charges or to reduce debt, the level of distributable income will be reduced.

AR 2005

EXPANSION OF OPERATIONS The operations and expertise of management of the Trust are currently focused on conventional oil and gas production and development in the western Canadian sedimentary basin. In the future, the Trust may acquire oil and gas properties outside this geographic area. In addition, the Trust Indenture does not limit the activities of the Trust to oil and gas production and development, and the Trust could acquire other energy related assets, such as oil and natural gas processing plants or pipelines, or an interest in an oil sands project. Expansion of our activities into new areas may present new additional risks or alternatively, significantly increase the exposure to one or more of the present risk factors, which may result in future operational and financial conditions of the Trust being adversely affected.

Additional Information Additional information relating to ARC can be found on SEDAR at www.sedar.com.

48


ANNUAL HISTORICAL REVIEW 2004

2003

2002

2001

FINANCIAL Revenue before royalties Per unit (1) Cash flow Per unit – basic (1) Per unit – diluted Net income Per unit – basic (5) Per unit – diluted Cash distributions Per unit (2) Total assets Total liabilities Net debt outstanding (4) Weighted average units (thousands) (3) Units outstanding and issuable at period end (thousands) (3)

1,165,197 6.10 639,511 3.35 3.32 356,935 1.90 1.88 376,566 1.99 3,251,161 1,415,519 578,086

901,782 4.85 448,033 2.41 2.38 241,690 1.32 1.31 329,977 1.80 2,304,998 755,650 264,842

743,182 4.80 396,180 2.56 2.48 284,559 1.88 1.82 279,328 1.80 2,281,775 730,039 262,071

444,835 3.72 223,969 1.87 1.86 69,981 0.60 0.59 183,617 1.56 1,467,918 599,252 347,795

515,596 5.00 260,270 2.53 2.54 130,993 1.30 1.32 234,053 2.31 1,380,004 563,882 288,684

191,172

186,105

154,695

119,613

103,062

202,039

188,804

182,777

126,444

111,692

9,219 200,873 55,032 3,710 268,834

5,388 144,487 41,089 2,820 193,784

5,671 110,277 36,457 3,359 155,764

1,966 70,074 14,357 1,881 88,278

2,215 73,147 22,970 3,886 102,218

91,286 504,996

(58,219) 72,009

(161,609) 721,590

119,113 –

12,911 509,748

865,116

207,574

715,745

207,391

624,877

23,282 173.8 4,005 56,254

22,961 178.3 4,191 56,870

22,886 164.2 4,086 54,335

20,655 109.8 3,479 42,425

20,408 115.2 3,511 43,111

61.11 8.96 49.92 56.54

47.03 6.78 39.04 43.13

36.90 6.40 32.19 37.29

31.63 4.41 24.01 28.73

31.70 5.72 31.03 32.76

163,385 741.7 286,997

123,226 724.5 243,974

129,663 720.2 249,704

117,241 408.8 185,371

114,243 385.5 178,496

27.58 16.55 26.49 656

17.98 13.50 17.90 420

14.87 10.89 14.74 430

13.44 11.04 11.90 305

13.54 10.25 12.10 414

CAPITAL EXPENDITURES Geological and geophysical Drilling and completions Plant and facilities Other capital Total capital expenditures Property acquisitions (dispositions), net Corporate acquisitions (6) Total capital expenditures and net acquisitions OPERATING Production Crude oil (bbl/d) Natural gas (mmcf/d) Natural gas liquids (bbl/d) Total (boe per day 6:1) Average prices Crude oil ($/bbl) Natural gas ($/mcf) Natural gas liquids ($/bbl) Oil equivalent ($/boe)

AR 2005

2005

(Cdn$ thousands, except per unit amounts)

MD&A

For the year ended December 31

RESERVES (7) (company interest)

Proved plus probable reserves Crude oil and NGL (mbbl) Natural gas (bcf) Total (mboe) TRUST UNIT TRADING (based on intra-day trading)

Unit prices High Low Close Average daily volume (thousands) Please refer to page 50 for footnote references.

49


MD&A

QUARTERLY REVIEW 2005

(Cdn$ thousands, except per unit amounts)

AR 2005

FINANCIAL Revenue before royalties Per unit (1) Cash flow Per unit – basic (1) Per unit – diluted Net income Per unit – basic (5) Per unit – diluted Cash distributions Per unit (2) Total assets Total liabilities Net debt outstanding (4) Weighted average units (thousands) (3) Units outstanding and issuable at period end (thousands) (3) CAPITAL EXPENDITURES Geological and geophysical Drilling and completions Plant and facilities Other capital Total capital expenditures Property acquisitions (dispositions), net Corporate acquisitions (6) Total capital expenditures and net acquisitions OPERATING Production Crude oil (bbl/d) Natural gas (mmcf/d) Natural gas liquids (bbl/d) Total (boe per day 6:1) Average prices Crude oil ($/bbl) Natural gas ($/mcf) Natural gas liquids ($/bbl) Oil equivalent ($/boe) TRUST UNIT TRADING (based on intra-day trading) Unit prices High Low Close Average daily volume (thousands) (1) (2) (3) (4) (5) (6) (7)

50

Q4 365,298 1.89 207,621 1.07 1.07 130,474 0.68 0.68 115,671 0.60 3,251,161 1,415,519 578,086 193,445

Q3 Q2 310,249 251,596 1.62 1.32 168,117 121,808 0.88 0.64 0.87 0.63 114,600 73,215 0.61 0.39 0.59 0.38 92,559 84,468 0.49 0.45 2,483,540 2,427,463 912,160 895,179 357,560 366,216 191,709 190,315

2004 Q1 Q4 238,054 232,112 1.26 1.23 141,965 106,935 0.75 0.57 0.74 0.56 38,646 112,995 0.21 0.61 0.20 0.60 83,867 83,531 0.45 0.45 2,303,948 2,304,998 785,776 755,650 254,252 264,842 189,210 188,521

Q3 Q2 Q1 230,769 233,307 205,594 1.23 1.26 1.12 110,835 122,249 108,014 0.59 0.66 0.59 0.59 0.65 0.58 38,897 50,338 39,460 0.21 0.28 0.22 0.21 0.27 0.22 83,178 82,053 81,215 0.45 0.45 0.45 2,316,297 2,309,599 2,278,608 804,603 768,073 752,166 220,500 220,074 284,001 187,629 184,998 183,314

202,039

192,089

191,329

189,609

188,804

188,185

187,296

183,980

3,040 65,690 17,031 2,020 87,781

2,258 65,676 14,803 317 83,054

2,659 33,465 8,703 652 45,479

1,262 36,042 14,495 721 52,520

867 39,125 6,183 1,480 47,655

828 42,553 11,668 394 55,443

1,373 24,867 7,282 605 34,127

2,320 37,942 15,956 341 56,559

3,037 462,814

5,860 –

78,721 42,182

3,668 –

(1,036) 41,449

553,632

88,914

166,382

56,188

88,068

50,098

11,275

58,133

25,534 177.9 3,943 59,120

23,513 168.2 4,047 55,592

22,046 173.1 3,962 54,860

21,993 176.1 4,072 55,410

22,969 174.7 4,097 56,179

22,496 177.4 4,034 56,096

22,720 186.7 4,313 58,147

23,663 174.5 4,323 57,075

62.12 12.05 57.14 67.16

69.37 9.08 50.43 60.66

58.37 7.42 46.13 50.40

53.63 7.20 46.57 47.74

49.48 6.82 43.72 44.62

51.00 6.65 42.30 44.54

47.43 6.99 38.22 43.82

40.41 6.64 32.30 39.58

27.58 20.45 26.49 653

24.20 19.94 24.10 599

20.30 16.88 19.94 605

20.40 16.55 18.15 895

17.98 14.80 17.90 456

17.38 15.02 16.85 384

15.74 14.28 15.35 337

15.74 13.50 15.64 502

(5,345) –

(53,412) 30,560

1,574 –

Based on weighted average trust units plus units issuable for exchangeable shares. Based on number of trust units outstanding at each cash distribution date. Includes trust units issuable for outstanding exchangeable shares based on the period end exchange ratio. Total current and long-term debt net of working capital. Net income in the basic per trust unit calculation has been reduced by interest on the convertible debentures. Represents total consideration for the corporate acquisition including fees but prior to working capital, asset retirement obligation and future income tax liability assumed on acquisition. Established reserves for 2002 and 2001.


GOVERNANCE AR 2005

GOVERNANCE In the normal course of making capital investments to maintain and expand the oil and gas reserves of the Trust, ARC is committed to the highest standards for its governance practices and procedures. ARC’s governance practices are routinely reviewed, appraised and modified to ensure that they are appropriate for a corporation of ARC’s size and stature. ARC’s approach to corporate governance meets the guidelines established by the Canadian Securities Administrators (“CSA”) as laid out in National Instrument 58-101.

Independence of the Board ARC’s Board comprises eight members, all of whom are “independent” directors, except for the Chief Executive Officer. ARC uses the definition of independence as defined in NI 58-101 that states that a director is independent if the member has no direct or indirect material relationship with the company. A material relationship means a relationship that could, in the opinion of the Board of Directors, reasonably interfere with the exercise of a member’s independent judgement. The Board has determined that none of the directors who serve on its committees has a material relationship with ARC that could reasonably be expected to interfere with the exercise of a director’s independent judgment. The Chairman of the Board is an independent director and, in conjunction with the Vice-Chairman, is responsible for managing the affairs of the Board and its committees, including ensuring the Board is organized properly, functions effectively and independently of management and meets its obligations and responsibilities.

Mandate of the Board The Board of Directors of ARC sees its primary role as the stewardship of ARC and for overseeing the management of the business and affairs of ARC, with the goal of achieving the Trust’s fundamental objective of providing long-term superior returns to unitholders. The Board oversees the conduct of the business and management through its review and approval of strategic, operating, capital and financial plans; the identification of the principal risks of the Trust’s business and oversight of the implementation of systems to manage such risks; the appointment and performance review of the Chief Executive Officer; the approval of communication policies for the Trust and the review of the integrity of the Trust’s internal financial controls and management systems.

Committees of the Board The Board has established an Audit Committee, a Reserve Committee, a Human Resources and Compensation Committee, a Policy and Board Governance Committee and a Health, Safety and Environment Committee to assist it in the discharge of its duties and responsibilities. All of the committees are comprised of independent directors and report to the Board of Directors of ARC Resources. AUDIT COMMITTEE MEMBERS: FRED DYMENT (CHAIR), WALTER DEBONI, MICHAEL KANOVSKY AND MAC VAN WIELINGEN. The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to the integrity and completeness of the annual and quarterly financial statements and accompanying management discussion and analysis provided to unitholders and regulatory bodies; compliance with accounting and finance based legal and regulatory requirements; review of the independence and performance of the external auditor, internal accounting systems and procedures. The committee reviews the audit plans of the external auditors and meets with them at the time of each committee meeting, independently of management. There were eight meetings of the committee in 2005.

51


GOVERNANCE

RESERVES COMMITTEE MEMBERS: FRED COLES (CHAIR), FRED DYMENT AND MICHAEL KANOVSKY. The Reserves Committee assists the Board in meeting their responsibilities to review the qualifications, experience, reserve evaluation approach and costs of the independent engineering firm that performs ARC’s reserve evaluation and to review the annual independent engineering report. The committee reviews and recommends for approval by the Board on an annual basis the statements of reserve data and other information specified in National Instrument 51-101. The committee also reviews any other oil and gas reserve report prior to release by ARC to the public and reviews all of the disclosure in the Annual Information Form and elsewhere, related to the oil and gas activities of ARC. There were six meetings of the committee in 2005.

AR 2005

HUMAN RESOURCES AND COMPENSATION COMMITTEE MEMBERS: JOHN STEWART (CHAIR), FRED COLES, HERB PINDER AND MAC VAN WIELINGEN. The Human Resources and Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to overall human resource policies and procedures; the compensation program for ARC; and in consultation with the Board, undertakes an annual performance review with the President and CEO, and reviews the CEO’s appraisal of the other executive officers’ performance. The committee reviews the salary, bonus and other remuneration for the executive officers of ARC and makes recommendations on such matters to the CEO. The committee also reviews and recommends for approval to the Board the principal compensation plans of ARC such as the long-term incentive program and any awards under such plans. There were eight meetings of the committee in 2005. HEALTH, SAFETY AND ENVIRONMENT COMMITTEE MEMBERS: WALT DEBONI (CHAIR), FRED COLES AND JOHN STEWART. The Health, Safety and Environment Committee assists the Board in its responsibility for oversight and due diligence by reviewing, reporting and making recommendations to the Board on the development and implementation of the standards and policies of ARC with respect to the areas of health, safety and environment. This committee meets separately with management of ARC who have responsibility for such matters and reports to the Board. There were four meetings of the committee in 2005. POLICY AND BOARD GOVERNANCE COMMITTEE MEMBERS: WALTER DEBONI (CHAIR), HERB PINDER, JOHN STEWART AND MAC VAN WIELINGEN. The Policy and Board Governance Committee assists the Board in fulfilling its oversight responsibilities with respect to reviewing the effectiveness of the Board and its Committees; developing and reviewing ARC’s approach to board governance matters; and reviewing, developing and recommending to the Board for approval procedures designed to ensure that the Board can function independently of management. The committee annually reviews the need to recruit and recommend new members to fill Board vacancies giving consideration to the competencies, skills and personal qualities of the candidates and of the existing Board, and recommends to the Board the nominees for election at each annual meeting. The effectiveness of individual board members and the board is reviewed through a yearly self assessment and inquiry questionnaire. There were six meetings of the committee in 2005.

52


F I N A N C I A L S TAT E M E N TS

CONSOLIDATED STATEMENTS OF INCOME AND ACCUMULATED EARNINGS For the years ended December 31 (Cdn$ thousands, except per unit amounts)

AR 2005

REVENUES Oil, natural gas, and natural gas liquids Royalties

2005 $ 1,165,197 (235,293)

$

901,782 (177,032)

929,904 (87,558) –

724,750 (86,909) 841

842,346

638,682

14,289 142,240 42,746 16,946 264,515 (6,412)

14,798 139,716 29,512 13,320 239,674 (20,713)

474,324

416,307

Income before taxes Capital and other taxes Future income tax (expense) recovery (Note 10)

368,022 (3,882) (1,660)

222,375 (2,834) 26,100

Net income before non-controlling interest Non-controlling interest (Note 12)

362,480 (5,545)

245,641 (3,951)

Net income Accumulated earnings, beginning of year

356,935 878,807

241,690 637,117

Realized loss on commodity and foreign currency contracts (Note 9) Unrealized gain (loss) on commodity and foreign currency contracts

EXPENSES Transportation Operating General and administrative Interest on long-term debt (Note 6) Depletion, depreciation and accretion (Notes 5 and 8) Gain on foreign exchange (Note 17)

Accumulated earnings, end of year

$ 1,235,742

$

878,807

Net income per unit (Note 16) Basic Diluted

$ $

$ $

1.32 1.31

See accompanying notes to the consolidated financial statements.

56

2004

1.90 1.88


F I N A N C I A L S TAT E M E N TS

CONSOLIDATED STATEMENTS OF CASH FLOW CASH FLOW FROM OPERATING ACTIVITIES Net income after non-controlling interest Add items not involving cash: Non-controlling interest Future income tax expense (recovery) Depletion, depreciation and accretion (Notes 5 and 8) Non-cash gain on commodity and foreign currency contracts Non-cash gain on foreign exchange (Note 17) Non-cash trust unit incentive compensation (Notes 14 and 15) Expenditures on site reclamation and restoration Change in non-cash working capital

2005 $

CASH FLOW FROM (USED IN) FINANCING ACTIVITIES Borrowings (repayments) under revolving credit facilities Issuance of senior secured notes Repayment of senior secured notes Issue of trust units Trust unit issue costs Cash distributions paid, net of distribution reinvestment (Note 13) Payment of retention bonus Change in non-cash working capital

CASH FLOW FROM (USED IN) INVESTING ACTIVITIES Corporate acquisitions, net of cash received (Note 3) Acquisition of petroleum and natural gas properties Proceeds on disposition of petroleum and natural gas properties Capital expenditures Net reclamation fund contributions (Note 4) Change in non-cash working capital

DECREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR CASH AND CASH EQUIVALENTS, END OF YEAR

$

356,935

2004 $

241,690

5,545 1,660 264,515 – (6,359) 17,215 (4,881) (17,919)

3,951 (26,100) 239,674 (841) (18,427) 8,086 (3,232) 1,617

616,711

446,418

258,190 62,478 (8,214) 259,691 (12,218) (318,238) (1,000) (179)

(162,555) 177,322 (8,347) 19,301 (152) (301,936) (1,000) (397)

240,510

(277,764)

(504,996) (93,824) 2,538 (257,895) (2,197) (5,260)

(39,385) 529 57,691 (192,591) (4,113) 1,333

(861,634)

(176,536)

(4,413) 4,413

(7,882) 12,295

$

AR 2005

For the years ended December 31 (Cdn$ thousands)

4,413

See accompanying notes to the consolidated financial statements.

57


F I N A N C I A L S TAT E M E N TS AR 2005

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 31, 2005 and 2004 (all tabular amounts in thousands Cdn$ except per unit and volume amounts)

1. STRUCTURE OF THE TRUST ARC Energy Trust (“ARC” or the “Trust”) was formed on May 7, 1996 pursuant to a Trust indenture (the “Trust Indenture”) that has been amended from time to time, most recently on May 12, 2005. Computershare Trust Company of Canada was appointed as Trustee under the Trust Indenture. The beneficiaries of the Trust are the holders of the trust units. The Trust was created for the purposes of issuing trust units to the public and investing the funds so raised to purchase a royalty in the properties of ARC Resources Ltd. (“ARC Resources”) and ARC Sask Energy Trust (“ARC Sask”). The Trust Indenture was amended on June 7, 1999 to convert the Trust from a closed-end to an open-ended investment Trust. The current business of the Trust includes the investment in all types of energy business-related assets including, but not limited to, petroleum and natural gas-related assets, gathering, processing and transportation assets. The operations of the Trust consist of the acquisition, development, exploitation and disposition of these assets and the distribution of the net cash proceeds from these activities to the unitholders.

2. SUMMARY OF ACCOUNTING POLICIES The consolidated financial statements have been prepared by management following Canadian generally accepted accounting principles (“GAAP”). These principles differ in certain respects from accounting principles generally accepted in the United States of America (“US GAAP”) and to the extent that they affect the Trust, these differences are described in Note 20. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements, and revenues and expenses during the reporting period. Actual results could differ from those estimated. In particular, the amounts recorded for depletion, depreciation and accretion of the petroleum and natural gas properties and for asset retirement obligations are based on estimates of reserves and future costs. By their nature, these estimates, and those related to future cash flows used to assess impairment, are subject to measurement uncertainty and the impact on the financial statements of future periods could be material. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Trust and its subsidiaries. Any reference to “the Trust” throughout these consolidated financial statements refers to the Trust and its subsidiaries. All inter-entity transactions have been eliminated. REVENUE RECOGNITION Revenue associated with the sale of crude oil, natural gas, and natural gas liquids (“NGLs”) owned by the Trust are recognized when title passes from the Trust to its customers. TRANSPORTATION Costs paid by the Trust for the transportation of natural gas, crude oil and NGLs from the wellhead to the point of title transfer are recognized when the transportation is provided. JOINT VENTURE The Trust conducts many of its oil and gas production activities through joint ventures and the financial statements reflect only the Trust’s proportionate interest in such activities.

58


F I N A N C I A L S TAT E M E N TS

DEPLETION AND DEPRECIATION Depletion of petroleum and natural gas properties and depreciation of production equipment are calculated on the unit-ofproduction basis based on: (a) total estimated proved reserves calculated in accordance with National Instrument 51-101, Standards of Disclosure for Oil and Gas Activities; (b) total capitalized costs, excluding undeveloped lands, plus estimated future development costs of proved undeveloped reserves, including future estimated asset retirement costs; and

AR 2005

(c) relative volumes of petroleum and natural gas reserves and production, before royalties, converted at the energy equivalent conversion ratio of six thousand cubic feet of natural gas to one barrel of oil. UNIT BASED COMPENSATION The Trust has established a Trust Unit Incentive Rights Plan (the “Rights Plan”) for employees, independent directors and longterm consultants who otherwise meet the definition of an employee of the Trust. The exercise price of the rights granted under the Plan may be reduced in future periods in accordance with the terms of the Plan. The Trust accounts for the rights using the fair value method, whereby the fair value of rights is determined on the date on which fair value can initially be determined. The fair value is then recorded as compensation expense over the period that the rights vest, with a corresponding increase to contributed surplus. When rights are exercised, the proceeds, together with the amount recorded in contributed surplus, are recorded to unitholders’ capital. WHOLE TRUST UNIT INCENTIVE PLAN COMPENSATION The Trust has established a Whole Trust Unit Incentive Plan (the “Whole Unit Plan”) for employees, independent directors and long-term consultants who otherwise meet the definition of an employee of the Trust. Compensation expense associated with the Whole Unit Plan is granted in the form of Restricted Trust Units (“RTUs”) and Performance Trust Units (“PTUs”) and is determined based on the intrinsic value of the Whole Trust Units at each period end. The intrinsic valuation method is used as participants of the Whole Unit Plan receive a cash payment on a fixed vesting date. This valuation incorporates the period end trust unit price, the number of RTUs and PTUs outstanding at each period end, and certain management estimates. As a result, large fluctuations, even recoveries, in compensation expense may occur due to changes in the underlying trust unit price. In addition, compensation expense is deferred and recognized in earnings over the vesting period of the Whole Unit Plan with a corresponding increase or decrease in liabilities. Classification between accrued liabilities and other long-term liabilities is dependent on the expected payout date. The Trust charges amounts relating to head office employees to general and administrative expense, amounts relating to field employees to operating expense and amounts relating to geologists and geophysicists to property, plant and equipment. The Trust has not incorporated an estimated forfeiture rate for RTUs and PTUs that will not vest. Rather, the Trust accounts for actual forfeitures as they occur. CASH AND CASH EQUIVALENTS Cash and cash equivalents include short-term investments, such as money market deposits or similar type instruments, with an original maturity of three months or less when purchased. PROPERTY, PLANT AND EQUIPMENT (“PP&E”) The Trust follows the full cost method of accounting. All costs of exploring, developing and acquiring petroleum and natural gas properties, including asset retirement costs, are capitalized and accumulated in one cost centre as all operations are in Canada. Maintenance and repairs are charged against income, and renewals and enhancements that extend the economic life of the PP&E are capitalized. Gains and losses are not recognized upon disposition of petroleum and natural gas properties unless such a disposition would alter the rate of depletion by 20 per cent or more. IMPAIRMENT The Trust places a limit on the aggregate carrying value of PP&E, which may be amortized against revenues of future periods. Impairment is recognized if the carrying amount of the PP&E exceeds the sum of the undiscounted cash flows expected to result from the Trust’s proved reserves. Cash flows are calculated based on third party quoted forward prices, adjusted for the Trust’s contract prices and quality differentials. Upon recognition of impairment, the Trust would then measure the amount of impairment by comparing the carrying amounts of the PP&E to an amount equal to the estimated net present value of future cash flows from proved plus risked probable reserves. The Trust’s risk-free interest rate is used to arrive at the net present value of the future cash flows. Any excess carrying value above the net present value of the Trust’s future cash flows would be recorded as a permanent impairment. The cost of unproved properties is excluded from the impairment test described above and subject to a separate impairment test.

59


F I N A N C I A L S TAT E M E N TS

GOODWILL The Trust must record goodwill relating to a corporate acquisition when the total purchase price exceeds the fair value for accounting purposes of the net identifiable assets and liabilities of the acquired company. The goodwill balance is assessed for impairment annually at year end or as events occur that could result in an impairment. Impairment is recognized based on the fair value of the reporting entity (consolidated Trust) compared to the book value of the reporting entity. If the fair value of the consolidated Trust is less than the book value, impairment is measured by allocating the fair value of the consolidated Trust to the identifiable assets and liabilities as if the Trust had been acquired in a business combination for a purchase price equal to its fair value. The excess of the fair value of the consolidated Trust over the amounts assigned to the identifiable assets and liabilities is the fair value of the goodwill. Any excess of the book value of goodwill over this implied fair value of goodwill is the impairment amount. Impairment is charged to earnings in the period in which it occurs.

AR 2005

Goodwill is stated at cost less impairment and is not amortized. ASSET RETIREMENT OBLIGATIONS (“ARO”) The Trust recognizes the fair value of an ARO in the period in which it is incurred when a reasonable estimate of the fair value can be made. On a periodic basis, management will review these estimates and changes, if any, to the estimate will be applied on a prospective basis. The fair value of the estimated ARO is recorded as a long-term liability, with a corresponding increase in the carrying amount of the related asset. The capitalized amount is depleted on a unit-of-production basis over the life of the reserves. The liability amount is increased each reporting period due to the passage of time and the amount of accretion is charged to earnings in the period. Revisions to the estimated timing of cash flows or to the original estimated undiscounted cost would also result in an increase or decrease to the ARO. Actual costs incurred upon settlement of the ARO are charged against the ARO to the extent of the liability recorded. Any difference between the actual costs incurred upon settlement of the ARO and the recorded liability is recognized as a gain or loss in the Trust’s earnings in the period in which the settlement occurs. INCOME TAXES The Trust follows the liability method of accounting for income taxes. Under this method, income tax liabilities and assets are recognized for the estimated tax consequences attributable to differences between the amounts reported in the financial statements of the Trust’s corporate subsidiaries and their respective tax base, using substantively enacted future income tax rates. The effect of a change in income tax rates on future tax liabilities and assets is recognized in income in the period in which the change occurs. Temporary differences arising on acquisitions result in future income tax assets and liabilities. The Trust is a taxable entity under the Income Tax Act (Canada) and is taxable only on income that is not distributed or distributable to the unitholders. As the Trust distributes all of its taxable income to the unitholders and meets the requirements of the Income Tax Act (Canada) applicable to the Trust, no provision for income taxes has been made in the Trust. BASIC AND DILUTED PER TRUST UNIT CALCULATIONS Basic net income per unit is computed by dividing the net income by the weighted average number of units outstanding during the period. Diluted net income per unit amounts are calculated giving effect to the potential dilution that would occur if rights were exercised at the beginning of the period. The treasury stock method assumes that proceeds received from the exercise of in-the-money rights and any unrecognized trust unit incentive compensation are used to repurchase units at the average market price. DERIVATIVE FINANCIAL INSTRUMENTS The Trust is exposed to market risks resulting from fluctuations in commodity prices, foreign exchange rates and interest rates in the normal course of operations. A variety of derivative instruments are used by the Trust to reduce its exposure to fluctuations in commodity prices, foreign exchange rates, and interest rates. The fair values of these derivative instruments are based on an estimate of the amounts that would have been received or paid to settle these instruments prior to maturity. The Trust considers all of these transactions to be effective economic hedges, however, the majority of the Trust’s contracts do not qualify or have not been designated as effective hedges for accounting purposes. For derivative instruments that do qualify as effective accounting hedges, policies and procedures are in place to ensure that the required documentation and approvals are in place. This documentation specifically ties the derivative financial instrument to its use, and in the case of commodities, to the mitigation of market price risk associated with cash flows expected to be generated. When applicable, the Trust also identifies all relationships between hedging instruments and hedged items, as well as its risk management objective and the strategy for undertaking hedge transactions. This would include linking the particular derivative to specific assets and liabilities on the consolidated balance sheet or to specific firm commitments or forecasted transactions. Where specific hedges are executed, the Trust assesses, both at the inception of the hedge and on an ongoing basis, whether the derivative used in the particular hedging transaction is effective in offsetting changes in fair value or cash flows of the hedged item. Realized and unrealized gains and losses associated with hedging instruments that have been terminated or cease to be effective prior to maturity, are deferred on the consolidated balance sheet and recognized in income in the period in which the underlying hedged transaction is recognized.

60


F I N A N C I A L S TAT E M E N TS

For transactions that do not qualify for hedge accounting, the Trust applies the fair value method of accounting by recording an asset or liability on the consolidated balance sheet and recognizing changes in the fair value of the instruments in the statement of income for the current period. FOREIGN CURRENCY TRANSLATION Monetary assets and liabilities denominated in a foreign currency are translated at the rate of exchange in effect at the consolidated balance sheet date. Revenues and expenses are translated at the monthly average rates of exchange. Translation gains and losses are included in income in the period in which they arise.

AR 2005

NON-CONTROLLING INTEREST The Trust must record non-controlling interest when exchangeable shares issued by a subsidiary of the Trust are transferable to third parties. Non-controlling interest on the consolidated balance sheet is recognized based on the fair value of the exchangeable shares upon issuance plus the accumulated earnings attributable to the non-controlling interest. Net income is reduced for the portion of earnings attributable to the non-controlling interest. As the exchangeable shares are converted to trust units, the noncontrolling interest on the consolidated balance sheet is reduced by the cumulative book value of the exchangeable shares and unitholders’ capital is increased by the corresponding amount. RECLASSIFICATION Certain information provided for prior years has been reclassified to conform to the presentation adopted in 2005.

3. CORPORATE ACQUISITIONS REDWATER AND NORTH PEMBINA CARDIUM UNIT On December 16, 2005 the Trust acquired all of the issued and outstanding shares of three legal entities, 3115151 Nova Scotia Company, 3115152 Nova Scotia Company and 3115153 Nova Scotia Company which together hold the Redwater and North Pembina Cardium Unit assets (collectively “Redwater and NPCU”) for total consideration of $462.8 million. The allocation of the purchase price and consideration paid were as follows: Net Assets Acquired Working capital deficit Property, plant and equipment Asset retirement obligations Future income taxes

$

(629) 729,482 (70,700) (195,339)

Total net assets acquired

$

462,814

Cash consideration and fees paid

$

462,814

Total consideration paid

$

462,814

Consideration Paid

The acquisition of Redwater and NPCU has been accounted for as an asset acquisition pursuant to EIC-124. In addition to consideration paid, the Trust committed to making contributions to a restricted reclamation fund as detailed in Note 18. The future income tax liability on acquisition was based on the difference between the fair value of the acquired net assets of $463.4 million and the associated tax basis of $93.3 million. These consolidated financial statements incorporate the operations of Redwater and NPCU from December 16, 2005.

61


F I N A N C I A L S TAT E M E N TS

ROMULUS EXPLORATION INC. On June 30, 2005, the Trust acquired all of the issued and outstanding shares of Romulus Exploration Inc. (“Romulus”) for total consideration of $42.2 million. The allocation of the purchase price and consideration paid were as follows: Net Assets Acquired Working capital deficit Property, plant and equipment Asset retirement obligations Future income taxes

$

(1,359) 62,456 (443) (18,472)

Total net assets acquired

$

42,182

Cash and fees paid

$

42,182

Total consideration paid

$

42,182

AR 2005

Consideration Paid

The acquisition of Romulus has been accounted for as an asset acquisition pursuant to EIC-124. The future income tax liability on acquisition was based on the difference between the fair value of the acquired net assets of $44 million and the associated tax basis of $9 million. These consolidated financial statements incorporate the operations of Romulus from June 30, 2005. HARRINGTON & BIBLER On December 31, 2004, the Trust acquired all of the issued and outstanding shares of four legal entities – Harrington Oil & Gas Ltd., Bibler Oil & Gas Ltd., Lesco Oil & Gas Ltd., and Bibco Oil & Gas Ltd. (“Harrington & Bibler”) – for total consideration of $41.4 million. The allocation of the purchase price and consideration paid were as follows: Net Assets Acquired Working capital surplus (including cash of $2,124) Property, plant and equipment Future income taxes

$

3,479 55,229 (17,259)

Total net assets acquired

$

41,449

Cash and fees paid

$

41,449

Total consideration paid

$

41,449

Consideration Paid

The acquisition of Harrington & Bibler has been accounted for as an asset acquisition pursuant to EIC-124. The future income tax liability on acquisition was based on the difference between the fair value of the acquired net assets of $38 million and the associated tax basis of $5.3 million. These consolidated financial statements incorporate the results of operations of the acquired Harrington & Bibler properties from December 31, 2004.

62


F I N A N C I A L S TAT E M E N TS

UNITED PRESTVILLE LTD. On June 8, 2004, the Trust acquired all of the issued and outstanding shares of United Prestville Ltd. (“United Prestville�) for total consideration of $30.6 million. The allocation of the purchase price and consideration paid were as follows: Net Assets Acquired Working capital deficit Property, plant and equipment Future income taxes

$

(2,569) 40,412 (7,283)

Total net assets acquired

$

30,560

Cash fees paid Trust units issued

$

60 30,500

Total consideration paid

$

30,560

AR 2005

Consideration Paid

The acquisition of United Prestville has been accounted for as an asset acquisition pursuant to EIC-124. The future income tax liability on acquisition was based on the difference between the fair value of the acquired net assets of $33.1 million and the associated tax basis of $19.3 million. These consolidated financial statements incorporate the operations of United Prestville from June 8, 2004.

4. RECLAMATION FUND 2005

2004

Balance, beginning of year Contributions Reimbursed expenditures (1) Interest earned on fund

$

21,294 6,000 (4,644) 841

$

17,181 6,000 (3,097) 1,210

Balance, end of year

$

23,491

$

21,294

(1)

Amount differs from actual expenditures incurred by the Trust due to timing differences.

A reclamation fund was established to fund future asset retirement obligation costs. The Board of Directors of ARC Resources has approved voluntary contributions over a 20 year period that result in minimum annual contributions of $6 million ($6 million in 2004) based upon properties owned as at December 31, 2005. In addition, the Trust has committed to a restricted reclamation fund associated with the Redwater property acquired in the Redwater and NPCU acquisition, detailed in Note 18. Contributions to the reclamation fund and interest earned on the reclamation fund balance have been deducted from the cash distributions to the unitholders.

5. PROPERTY, PLANT AND EQUIPMENT 2005

2004

Property, plant and equipment, at cost Accumulated depletion and depreciation

$ 4,141,958 (1,211,981)

$ 2,969,319 (952,673)

Property, plant and equipment, net

$ 2,929,977

$ 2,016,646

The calculation of 2005 depletion and depreciation included an estimated $488 million ($374.2 million in 2004) for future development costs associated with proved undeveloped reserves and excluded $58.9 million ($52.5 million in 2004) for the cost value of unproved properties.

63


F I N A N C I A L S TAT E M E N TS

The Trust performed a ceiling test calculation at December 31, 2005 to assess the recoverable value of PP&E. Based on the calculation, the present value of future net revenues from the Trust’s proved plus probable reserves exceeded the carrying value of the Trust’s PP&E at December 31, 2005. The benchmark prices used in the calculation are as follows:

AR 2005

Year

WTI Oil

AECO Gas

($US/bbl)

(Cdn$/mmbtu)

USD/CAD Exchange Rates

2006 2007 2008 2009 2010 2011 - 2016

57.00 55.00 51.00 48.00 46.50 46.50

10.60 9.25 8.00 7.50 7.20 7.15

0.85 0.85 0.85 0.85 0.85 0.85

Remainder (1)

2.0%

2.0%

0.85

(1)

Percentage change represents the change in each year after 2016 to the end of the reserve life.

6. LONG-TERM DEBT 2005 Revolving credit facilities Syndicated credit facility (1) Working capital facility Senior secured notes 8.05% USD Note 5.42% USD Note 4.94% USD Note 4.62% USD Note 5.10% USD Note

$

254,680 3,800

2004 $

– 87,443 34,977 72,868 72,868

– 290 33,701 – 36,108 75,225 75,225

Total debt outstanding Current portion of debt

$

526,636 –

$

220,549 8,715

Long-term debt

$

526,636

$

211,834

(1)

Amount borrowed under the syndicated credit facility includes $2.9 million of outstanding cheques in excess of bank balance.

In April 2004, the Trust consolidated its credit facilities into one syndicated facility. The syndication did not impact security or covenants under the credit facility. As at December 31, 2005, the Trust has one syndicated credit facility and one working capital facility to a combined maximum of $950 million, less the amount of the outstanding senior secured notes. Amounts due under the working capital facility and the senior secured notes in the next 12 months have not been included in current liabilities as management has the ability and intent to refinance this amount through the syndicated credit facility. Security for the senior secured notes is in the form of floating charges on all lands and assignments. The senior secured notes rank pari passu to the revolving credit facilities. The payment of principal and interest are allowable deductions in the calculation of cash available for distribution to unitholders and rank in priority to cash distributions payable to unitholders. Should the properties securing this debt generate insufficient revenue to repay the outstanding balances, the unitholders have no direct liability. Interest paid during the year did not differ significantly from interest expense. REVOLVING CREDIT FACILITIES The syndicated revolving credit facility has a 364 day extendable revolving period and a two year term. Borrowings under the facility bear interest at bank prime (five per cent and 4.25 per cent at December 31, 2005 and December 31, 2004, respectively) or, at the Trust’s option, Canadian dollar or US dollar bankers’ acceptances plus a stamping fee. The lenders review the credit facility each year and determine whether they will extend the revolving periods for another year. The term date of the current credit facility is March 28, 2006.

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F I N A N C I A L S TAT E M E N TS

In the event that the revolving periods are not extended, the loan balance will become repayable over a two year term period with 20 per cent of the loan balance outstanding on the term date payable on March 28, 2007 followed by three quarterly payments of five per cent of the loan balance. The remaining 65 per cent of the loan balance is payable in one lump sum at the end of the term period. Collateral for the loan is in the form of floating charges on all lands and assignments and negative pledges on specific petroleum and natural gas properties. The working capital facility allows for maximum borrowings of $25 million and is due and payable immediately upon demand by the bank. The facility is secured and is subject to the same covenants as the credit facility.

AR 2005

8.05 PER CENT, 5.42 PER CENT AND 4.94 PER CENT SENIOR SECURED USD NOTES These senior secured notes were issued in three separate issues pursuant to an Uncommitted Master Shelf Agreement. The US$35 million senior secured notes were issued in 2000, bore interest at 8.05 per cent, and had a remaining weighted average term of 2.3 years at January 1, 2005. During the year, the Trust repaid the total principal outstanding, incurring a make wholepremium in the amount of US$1.1 million, which was paid in order to early settle the debt. This make-whole premium was charged to interest expense in the year. In conjunction with the early retirement of the above notes, additional US$75 million notes were issued on December 15, 2005. These notes bear interest at 5.42 per cent, have a remaining final term of 12 years (remaining weighted average term of 8.6 years) and require equal principal repayments over an eight year period commencing in 2010. The US$30 million senior secured notes were issued in 2002, bear interest at 4.94 per cent, have a remaining final life of 4.8 years (remaining average life of 2.8 years) and require equal principal payments of US$6 million over a five year period commencing in 2006. 4.62 PER CENT AND 5.10 PER CENT SENIOR SECURED USD NOTES These notes were issued on April 27, 2004 via a private placement in two tranches of US$62.5 million each. The first tranche of US$62.5 million bears interest at 4.62 per cent and has a remaining final term of 8.3 years (remaining weighted average term of 5.9 years) and require equal principal repayments over a six year period commencing 2009. Immediately following the issuance, the Trust entered into interest rate swap contracts that effectively changed the interest rate from fixed to floating (see Note 9). The second tranche of US$62.5 million bears interest at 5.10 per cent and has a remaining final term of 10.3 years (remaining weighted average term of 8.4 years). Repayments of the notes will occur in years 2012 through 2016.

7. OTHER LONG-TERM LIABILITIES 2005

2004

Accrued long-term incentive compensation Retention bonuses

$

11,360 1,000

$

1,893 2,000

Total other long-term liabilities

$

12,360

$

3,893

The accrued long-term incentive compensation represents the long-term portion of the Trust’s estimated liability for the Whole Unit Plan as at December 31, 2005 (see Note 15). This amount is payable in 2007 through 2008. The retention bonuses arose upon internalization of the management contract in 2002. The long-term portion of retention bonuses will be paid in August 2007.

8. ASSET RETIREMENT OBLIGATIONS (“ARO”) The total future ARO was estimated by management based on the Trust’s net ownership interest in all wells and facilities, estimated costs to reclaim and abandon the wells and facilities and the estimated timing of the costs to be incurred in future periods. The Trust has estimated the net present value of its total ARO to be $165.1 million as at December 31, 2005 (2004 - $73 million) based on a total future undiscounted liability of $603.4 million ($247 million in 2004). These payments are expected to be made over the next 61 years with the bulk of payments being made in years 2016 to 2025 and 2046 to 2055. The Trust’s weighted average credit adjusted risk free rate of 5.6 per cent (6.9 per cent in 2004) and an inflation rate of two per cent (1.5 per cent in 2004) were used to calculate the present value of the ARO. During the year, no gains or losses were recognized on settlements of ARO.

65


F I N A N C I A L S TAT E M E N TS

The following table reconciles the Trust’s ARO:

AR 2005

2005 Carrying amount, beginning of year Increase in liabilities relating to corporate acquisitions Increase in liabilities relating to development activities Increase (decrease) in liabilities relating to change in estimate Settlement of liabilities during the year Accretion expense

$

Carrying amount, end of year

$

73,001 71,143 5,096 15,487 (4,881) 5,207 165,053

2004 $

66,657 – 7,524 (2,528) (3,232) 4,580

$

73,001

9. FINANCIAL INSTRUMENTS The Trust is exposed to a number of financial risks including the following items as part of its normal course of business: RISK FACTORS A) CREDIT RISK Most of the Trust’s accounts receivable relate to oil and natural gas sales and are exposed to typical industry credit risks. The Trust manages this credit risk by entering into sales contracts with only highly rated entities and reviewing its exposure to individual entities on a regular basis. With respect to counterparties to financial instruments the Trust partially mitigates associated credit risk by limiting transactions to counterparties with investment grade credit ratings. B) VOLATILITY OF OIL AND NATURAL GAS PRICES The Trust’s operational results and financial condition, and therefore the amount of distributions paid to the unitholders are dependent on the prices received for oil and natural gas production. Oil and gas prices have fluctuated widely during recent years and are determined by economic, and in the case of oil prices, political factors. Supply and demand factors, including weather and general economic conditions as well as conditions in other oil and natural gas regions impact prices. Any movement in oil and natural gas prices could have an effect on the Trust’s financial condition and therefore on the distributions to the unitholders. ARC may manage the risk associated with changes in commodity prices by entering into oil or natural gas price derivatives. To the extent that ARC engages in risk management activities related to commodity prices, it will be subject to credit risks associated with counterparties with which it contracts. C) VARIATIONS IN INTEREST RATES AND FOREIGN EXCHANGE RATES Increases in interest rates could result in a significant increase in the amount the Trust pays to service variable interest debt, resulting in a decrease in distributions to unitholders. World oil prices are quoted in US dollars and the price received by Canadian producers is therefore affected by the Canadian/US dollar exchange rate that may fluctuate over time. Variations in the exchange rate of the Canadian dollar could have significant positive or negative impact on future distributions. ARC has initiated certain derivative contracts to attempt to mitigate these risks. To the extent that ARC engages in risk management activities related to foreign exchange rates, it will be subject to credit risk associated with counterparties with which it contracts. The increase in the exchange rate for the Canadian dollar and future Canadian/US exchange rates will impact future distributions and the future value of the Trust’s reserves as determined by independent evaluators. FINANCIAL INSTRUMENTS Financial instruments of the Trust carried on the consolidated balance sheet consist mainly of cash and cash equivalents, accounts receivable, reclamation fund, current liabilities, other long-term liabilities, commodity and foreign currency contracts and long-term debt. Except as noted below, as at December 31, 2005 and 2004, there were no significant differences between the carrying value of these financial instruments and their estimated fair value due to their short term nature. The fair value of the US$230 million fixed rate senior secured approximated Cdn$269 million as at December 31, 2005 and will vary with changes in interest rates (2004 – US$183 million outstanding approximated Cdn$219 million). DERIVATIVE CONTRACTS During 2005, the Trust terminated certain 2006 crude oil and foreign currency contracts resulting in a payment of $6.1 million dollars (2004 – $4.9 million). This amount reduced net income in the year.

66


F I N A N C I A L S TAT E M E N TS

Following is a summary of all derivative contracts in place as at December 31, 2005 in order to mitigate the risks discussed above: Financial WTI Crude Oil Contracts

2006 Jan 06 – Mar 06 Jan 06 – Mar 06 Jan 06 – Jun 06 Jan 06 – Dec 06 Jan 06 – Dec 06 Apr 06 – Dec 06 Apr 06 – Dec 06

Contract Bought Put Put Spread Put Spread Bought Put Put Spread Bought Put Put Spread

Annual Weighted Average

(bbl/d)

Bought Put

Sold Put

(US$/bbl)

(US$/bbl)

3,000 1,000 2,000 1,000 1,000 2,000 2,000

50.00 55.00 50.00 55.00 55.00 50.00 55.00

– 45.00 40.00 – 45.00 – 45.00

6,992

52.68

43.68

Volume

Bought Put

Sold Put

AR 2005

Volume Term

Financial AECO Natural Gas Contracts Term 2006 Jan 06 – Mar 06 Jan 06 – Mar 06 Mar 06 – Mar 06 Apr 06 – Oct 06

Contract Bought Put Put Spread Put Spread Put Spread

Annual Weighted Average

(GJ/d)

(Cdn$/GJ)

(Cdn$/GJ)

10,000 20,000 10,000 30,000

8.00 8.50 10.00 8.00

– 6.50 8.00 6.00

25,836

8.16

6.18

Volume

Bought Put

Financial AECO/NYMEX Natural Gas Basis Contracts Term 2006 Jan 06 – Mar 06

Contract

(mmbtu/d)

Bought Put

Annual Weighted Average

(US$/mmbtu)

10,000

8.00

2,466

8.00

Financial Foreign Exchange Contracts Volume Term USD Sales Contracts 2006 Jan 06 – Jun 06 Jan 06 – Dec 06

Contract

Swap Swap

Annual Weighted Average

(millions US$)

USD Purchase Contracts 2006 Oct 06 – Dec 06 Annual Weighted Average

Contract

Swap

Swap (US$/Cdn$)

37.1 60.0

1.2239 1.1659

0.8172 0.8577

78.6

1.1880

0.8417

Volume Term

Swap (Cdn$/US$)

(millions US$)

Swap (Cdn$/US$)

Swap (US$/Cdn$)

15.0

1.1685

0.8558

3.8

1.1685

0.8558

67


F I N A N C I A L S TAT E M E N TS

Financial Electricity Contracts (1) Volume Term

Contract

Jan 06 – Dec 10 (1)

Swap

(MWh)

Swap

(Cdn$/MWh)

5.0

63.00

Fixed Annual Rate (%)

Spread on 3 Mo. LIBOR

30.5 32.0

4.62 4.62

38.5 bps (25.5 bps)

62.5

4.62

5.5 bps

Contracted volume is based on a 24/7 term.

Financial Interest Rate Contracts (1) Principal

AR 2005

Term

Contract

Jan 06 – Apr 14 Jan 06 – Apr 14

Swap Swap

Total and Annual Weighted Average (1)

(millions US$)

Interest rate swap contracts have an optional termination date of April 27, 2009. The Trust has the option to extend the optional termination date by one year on the anniversary of the trade date each year until April 2009. Starting in 2009, the contract amount decreases annually until 2014. The Trust pays the floating interest rate based on the three month LIBOR plus a spread and receives the fixed interest rate.

The Trust has designated its fixed price electricity contract as an effective accounting hedge as at January 1, 2004. A realized gain of $0.3 million ($0.4 million loss in 2004) on the electricity contract has been included in operating costs. The fair value unrealized loss on the electricity contract of $0.2 million has not been recorded on the consolidated balance sheet at December 31, 2005. Previously the Trust had entered into two interest rate swap contracts to manage the Trust’s interest rate exposure on debt instruments. These contracts were designated as effective accounting hedges on the contract date. During the year one of these contracts was unwound at a nominal cost. In November 2005 the Trust entered into a new interest rate swap contract which it also designated as an effective accounting hedge. A realized gain of $0.5 million for the year on the interest rate swap contracts has been included in interest expense ($1.4 million gain in 2004). The fair value unrealized loss on the remaining two interest rate swap contracts of $1 million has not been recorded on the consolidated balance sheet at December 31, 2005. None of the Trust’s commodity and foreign currency contracts have been designated as effective accounting hedges. Accordingly, all commodity and foreign currency contracts have been accounted as assets and liabilities in the consolidated balance sheet based on their fair values. The following table reconciles the movement in the fair value of the Trust’s financial commodity and foreign currency contracts that have not been designated as effective accounting hedges: 2005 Fair value, beginning of year (1) Fair value, end of year

$

Change in fair value of contracts in the year (1) Realized losses in the year Non-cash amortization of crystallized hedging gains Amortization of opening mark to market loss

(4,042) (4,042)

2004 $

– (87,558) – –

(14,575) (4,042) 10,533 (86,909) 4,883 (14,575)

Loss on commodity and foreign currency contracts (1)

$

(87,558)

$

(86,068)

Commodity and foreign currency contracts liability Commodity and foreign currency contract asset

$ $

(7,167) 3,125

$ $

(26,336) 22,294

(1)

Excludes the fixed price electricity contract and interest rate swap contracts that were accounted for as effective accounting hedges.

Upon implementation of the new hedge accounting guideline on January 1, 2004, the Trust recorded a liability and corresponding deferred hedge loss of $14.6 million for the fair value of the contracts at that time. The opening deferred hedge loss was amortized to income over the terms of the contracts in place at January 1, 2004. As at December 31, 2004, the deferred hedge loss had been fully amortized. At December 31, 2005, the fair value of the contracts that were not designated as accounting hedges was a loss of $4 million ($4 million in 2004).

68


F I N A N C I A L S TAT E M E N TS

The Trust recorded a loss on commodity and foreign currency contracts of $87.6 million in the statement of income for 2005 ($86.1 million in 2004). This amount includes the realized and unrealized gains and losses on derivative contracts that do not qualify as effective accounting hedges. During the year, no unrealized gain/loss was recognized as there was no over-all change in fair value of the contracts ($10.5 million unrealized gain in 2004). Realized cash losses on contracts during the year of $87.6 million ($86.9 million in 2004) and amortization expense of $nil of the opening deferred hedge loss ($14.6 million in 2004) have been included in this amount. In addition, this amount includes a non-cash amortization gain of $nil ($4.9 million in 2004) relating to contracts that were previously recorded on the consolidated balance sheet.

10. FUTURE INCOME TAXES The tax provision differs from the amount computed by applying the combined Canadian federal and provincial statutory income tax rates to income before future income tax recovery as follows:

Income before future income tax expense and recovery

$

Expected income tax expense at statutory rates Effect on income tax of: Net income of the Trust Effect of change in corporate tax rate Resource allowance Unrealized (gain) on foreign exchange Non-deductible crown charges Alberta Royalty Tax Credit Capital tax Future income tax expense (recovery)

$

364,140

2004 $

219,541

136,990

85,410

(111,687) (4,885) (20,036) (1,588) 1,265 141 1,460

(86,547) (5,861) (13,341) (8,412) 1,304 244 1,103

1,660

$

AR 2005

2005

(26,100)

The net future income tax liability is comprised of the following: 2005 Future tax liabilities: Capital assets in excess of tax value Future tax assets: Non-capital losses Asset retirement obligations Commodity and foreign currency contracts Attributed Canadian royalty income Deductible share issue costs Net future income tax liability

$

569,812

2004 $

(1,509) (45,755) (1,364) (5,289) (18) $

515,877

345,987 (19,429) (19,434) (1,384) (5,289) (45)

$

300,406

The petroleum and natural gas properties and facilities owned by the Trust’s corporate subsidiaries have an approximate tax basis of $567.2 million ($364.6 million in 2004) available for future use as deductions from taxable income. Included in this tax basis are estimated non-capital loss carry forwards of $4.5 million ($56.7 million in 2004) that expire in the years through 2010. $0.9 million of current income tax was accrued for in 2005 relating to a predecessor company. No current income taxes were paid or payable in 2004.

11. UNITHOLDERS’ CAPITAL The Trust is authorized to issue 650 million units of which 199.1 million units were issued and outstanding as at December 31, 2005 (185.8 million as at December 31, 2004). On December 23, 2005, the Trust issued nine million units at $26.65 per unit for proceeds of $239.9 ($227.6 million net of trust unit issue costs) pursuant to a public offering prospectus dated December 16, 2005. The Trust has in place a Distribution Reinvestment and Optional Cash Payment Program Plan (“DRIP”) in conjunction with the Trust’s transfer agent to provide the option for unitholders to reinvest cash distributions into additional units issued from treasury at a five per cent discount to the prevailing market price with no additional fees or commissions.

69


F I N A N C I A L S TAT E M E N TS

The Trust is an open ended mutual fund under which unitholders have the right to request redemption directly from the Trust. Units tendered by holders are subject to redemption under certain terms and conditions including the determination of the redemption price at the lower of the closing market price on the date units are tendered or 90 per cent of the weighted average trading price for the 10 day trading period commencing on the tender date. Cash payments for units tendered for redemption are limited to $100,000 per month with redemption requests in excess of this amount eligible to receive a note from ARC Resources for a maximum of $500 million accruing interest at six per cent and repayable within 15 years.

AR 2005

2005 Number of Trust Units Balance, beginning of year Issued for cash Issued for properties (Note 3) Issued on conversion of ARL exchangeable shares (Note 12) Issued on exercise of employee rights (Note 14) Distribution reinvestment program Trust unit issue costs

185,822 9,000 –

Balance, end of year

199,104

333 1,500 2,449 –

2004 $

Number of Trust Units

$

1,926,351 239,850 –

179,780 – 2,032

1,843,112 – 30,500

4,018 24,052 48,789 (12,218)

363 1,751 1,896 –

2,230,842

4,295 20,672 27,924 (152)

185,822

1,926,351

12. EXCHANGEABLE SHARES The ARC Resources exchangeable shares (“ARL Exchangeable Shares”) were issued on January 31, 2001 at $11.36 per exchangeable share as partial consideration for the Startech Energy Inc. acquisition. The issue price of the exchangeable shares was determined based on the weighted average trading price of units preceding the date of announcement of the acquisition. The ARL Exchangeable Shares had an exchange ratio of 1:1 at the time of issuance. ARL Exchangeable Shares can be converted (at the option of the holder) into units at any time. The number of units issuable upon conversion is based upon the exchange ratio in effect at the conversion date. The exchange ratio is calculated monthly based on the cash distribution paid divided by the ten day weighted average unit price preceding the record date. The exchangeable shares are not eligible for distributions and, in the event that they are not converted, any outstanding shares are redeemable by the Trust for units on or after February 1, 2004 until February 1, 2010. The ARL Exchangeable Shares are publicly traded. ARL EXCHANGEABLE SHARES

2005

2004

Balance, beginning of year Exchanged for trust units

1,784 (189)

2,011 (227)

Balance, end of year Exchange ratio, end of year Trust units issuable upon conversion, end of year

1,595 1.83996

1,784 1.67183

2,935

2,982

The non-controlling interest on the consolidated balance sheet consists of the fair value of the exchangeable shares upon issuance plus the accumulated earnings attributable to the non-controlling interest. The net income attributable to the noncontrolling interest on the consolidated statement of income represents the cumulative share of net income attributable to the non-controlling interest based on the units issuable for exchangeable shares in proportion to total units issued and issuable at each period end. Following is a summary of the non-controlling interest for 2005 and 2004: 2005

70

2004

Non-controlling interest, beginning of year Reduction of book value for conversion to trust units Current period net income attributable to non-controlling interest

$

35,967 (4,018) 5,545

$

36,311 (4,295) 3,951

Non-controlling interest, end of year

$

37,494

$

35,967

Accumulated earnings attributable to non-controlling interest

$

20,684

$

15,139


F I N A N C I A L S TAT E M E N TS

13. RECONCILIATION OF CASH FLOW AND DISTRIBUTIONS Cash distributions are calculated in accordance with the Trust Indenture. To arrive at cash distributions, cash flow from operating activities adjusted for changes in non-cash working capital and expenditures on site restoration and reclamation, is reduced by reclamation fund contributions including interest earned on the fund and a portion of capital expenditures. The portion of cash flow withheld to fund capital expenditures is at the discretion of the Board of Directors. 2004

Cash flow from operating activities Change in non-cash working capital Expenditures on site reclamation and restoration

$

616,711 17,919 4,881

$

446,418 (1,617) 3,232

Cash flow from operating activities after the above adjustments Deduct: Cash withheld to fund current period capital expenditures Reclamation fund contributions and interest earned on fund

$

639,511

$

448,033

(256,104) (6,841)

Cash distributions (1) Accumulated cash distributions, beginning of year

(110,846) (7,210)

376,566 1,298,252

329,977 968,275

Accumulated cash distributions, end of year

$ 1,674,818

$ 1,298,252

Cash distributions per unit (2) Accumulated cash distributions per unit, beginning of year

$

1.99 14.24

$

1.80 12.44

Accumulated cash distributions per unit, end of year

$

16.23

$

14.24

(1) (2)

AR 2005

2005

Cash distributions include non-cash amounts of $58.3 million ($28 million – 2004). These amounts relate to the distribution reinvestment program. Cash distributions per unit reflect the sum of the per unit amounts declared monthly to unitholders.

14. TRUST UNIT INCENTIVE RIGHTS PLAN The Trust Unit Incentive Rights Plan (the “Rights Plan”) was established in 1999 that authorized the Trust to grant up to 8,000,000 rights to its employees, independent directors and long-term consultants to purchase units, of which 7,866,088 were granted to December 31, 2005. The initial exercise price of rights granted under the Rights Plan may not be less than the current market price of the units as at the date of grant and the maximum term of each right is not to exceed 10 years. In general, these rights have a five year term and vest equally over three years commencing on the first anniversary date of the grant. In addition, the exercise price of the rights is to be adjusted downwards from time to time by the amount, if any, that distributions to unitholders in any calendar quarter exceeds 2.5 per cent (10 per cent annually) of the Trust’s net book value of property, plant and equipment (the “Excess Distribution”), as determined by the Trust. During the year, the Trust did not grant any rights (27,000 rights granted in 2004 at an exercise price of $15.42 per unit). No future rights will be issued as the rights plan was replaced with a Whole Unit Plan during 2004 (see Note 15). The existing Rights Plan will be in place until the remaining 1.3 million rights outstanding as at December 31, 2005 are exercised or cancelled. A summary of the changes in rights outstanding under the Rights Plan is as follows: 2005

Number of Rights Balance, beginning of year Granted Exercised Cancelled

2004 Weighted Average Exercise Price ($)

Number of Rights

Weighted Average Exercise Price ($)

3,009 – (1,500) (160)

10.92 – 11.60 10.99

4,869 27 (1,751) (136)

11.29 15.42 10.57 11.60

Balance before reduction of exercise price Reduction of exercise price (1)

1,349 –

11.10 (0.88)

3,009 –

11.72 (0.80)

Balance, end of year

1,349

10.22

3,009

10.92

(1)

The holder of the right has the option to exercise rights held at the original grant price or a reduced exercise price.

71


F I N A N C I A L S TAT E M E N TS

A summary of the plan as at December 31, 2005 is as follows: Adjusted Exercise Price ($)

Number of Rights Outstanding

Remaining Contractual Life of Rights (years)

Number of Rights Exercisable

12.25 12.49 12.18 15.42

9.00 12.23 10.19 14.21

32 118 1,172 27

1.4 2.5 3.4 4.2

33 118 399 9

12.27

10.22

1,349

3.3

559

AR 2005

Exercise Price at Grant Date ($)

The Trust recorded compensation expense of $6.5 million for the year ($5.2 million in 2004) for the cost associated with the rights. Of the 3,013,569 rights issued on or after January 1, 2003 that were subject to recording compensation expense, 355,499 rights have been cancelled and 1,458,929 rights have been exercised to December 31, 2005. The Trust used the Black-Scholes option-pricing model to calculate the estimated fair value of the outstanding rights issued on or after January 1, 2003. The following assumptions were used to arrive at the estimate of fair value as at December 31, 2004: 2004 Expected annual right’s exercise price reduction Expected volatility Risk-free interest rate Expected life of option (years) Expected forfeitures

0.72 13.2% 3.7% 1.1 0%

Prior to 2004, the Trust recorded compensation expense on its Rights Plan using the intrinsic method. In 2004, the Trust adopted the fair value method. Use of the fair value prior to 2004 would have resulted in an immaterial impact to the Trust. The following table reconciles the movement in the contributed surplus balance: 2005

2004

Balance, beginning of year Compensation expense Net benefit on rights exercised (1)

$

6,475 6,524 (6,617)

$

3,471 5,171 (2,167)

Balance, end of year

$

6,382

$

6,475

(1)

Upon exercise, the net benefit is reflected as a reduction of contributed surplus and an increase to unitholders’ capital.

Compensation expense has not been recorded for rights granted prior to 2003. The following table represents the pro forma net income and the pro forma net income per unit had the Trust applied the fair value method to rights granted in 2002. Pro Forma Results

2004

Net income as reported Less: compensation expense for rights issued in 2002

$

356,935 6,599

$

241,690 3,189

Pro forma net income Basic net income per trust unit As reported Pro forma

$

350,336

$

238,501

$ $

1.90 1.86

$ $

1.32 1.30

$ $

1.88 1.85

$ $

1.31 1.29

Diluted net income per trust unit As reported Pro forma

72

2005


F I N A N C I A L S TAT E M E N TS

15. WHOLE TRUST UNIT INCENTIVE PLAN In March 2004, the Board of Directors, upon recommendation of the Human Resources and Compensation Committee, approved a new Whole Trust Unit Incentive Plan (the “Whole Unit Plan”) to replace the existing Trust Unit Incentive Rights Plan for new awards granted subsequent to March 31, 2004. The new Whole Unit Plan will result in employees, officers and directors (the “plan participants”) receiving cash compensation in relation to the value of a specified number of underlying notional units. The Whole Unit Plan consists of Restricted Trust Units (“RTUs”) for which the number of trust units is fixed and will vest over a period of three years and Performance Trust Units (“PTUs”) for which the number of trust units is variable and will vest at the end of three years.

AR 2005

Upon vesting, the plan participant receives a cash payment based on the fair value of the underlying trust units plus notional accrued distributions. The cash compensation issued upon vesting of the PTUs is dependent upon the future performance of the Trust compared to its peers based on a performance multiplier. The performance multiplier is based on the percentile rank of the Trust’s total unitholder return. The cash compensation issued upon vesting of the PTUs may range from zero to two times the number of the PTUs originally granted. The fair value associated with the RTUs and PTUs is expensed in the statement of income over the vesting period. As the value of the RTUs and PTUs is dependent upon the unit price, the expense recorded in the statement of income may fluctuate over time. The Trust recorded compensation expense of $8.8 million and $1.9 million to general and administrative and operating expenses, respectively in 2005 ($2.9 million and $nil in 2004) for the estimated cost of the plan. The compensation expense was based on the December 31, 2005 unit price of $26.49 ($17.90 in 2004), distributions of $0.20 per unit per month during the year ($0.15 per month in 2004), and the number of units to be issued on maturity. 2005 Number of RTUs

2004 Number of PTUs

Number of RTUs

Number of PTUs

Balance, beginning of year Vested Granted Forfeited

224,398 (78,745) 367,030 (33,918)

128,331 – 304,655 (42,429)

226,837 (2,439)

128,908 (577)

Balance, end of year

478,765

390,557

224,398

128,331

The following table reconciles the change in total accrued compensation liability relating to the Whole Unit Plan: December 31, 2005 Balance, beginning of year Increase in liabilities in the year (net of cash payments) General and administrative expense Operating expense Property, plant and equipment

$

Balance, end of year

$

$

8,774 1,916 1,352

Current portion of liability Long-term liability

2,915

December 31, 2004

14,957

2,915 – – $

2,915

3,597 $

11,360

1,022 $

1,893

During the year $1.6 million in cash payments were made to employees relating to the Whole Unit Plan (2004 – $nil).

16. BASIC AND DILUTED PER TRUST UNIT CALCULATIONS Net income per unit has been determined based on the following: 2005

2004

Weighted average trust units (1) Trust units issuable on conversion of exchangeable shares (2) Dilutive impact of rights (3)

188,237 2,935 1,372

183,123 2,982 1,756

Dilutive trust units and exchangeable shares

192,544

187,861

(1) (2) (3)

Weighted average units excludes units issuable for exchangeable shares. Diluted units include units issuable for outstanding exchangeable shares at the period end exchange ratio. All outstanding rights were dilutive and therefore none have been excluded in the diluted unit calculation. 73


F I N A N C I A L S TAT E M E N TS

Basic net income per unit has been calculated based on net income after non-controlling interest divided by weighted average units. Diluted net income per unit has been calculated based on net income before non-controlling interest divided by dilutive units.

17. GAIN (LOSS) ON FOREIGN EXCHANGE The following is a summary of the gain (loss) on commodity and foreign currency contracts for 2005:

AR 2005

2005

2004

Unrealized (loss) gain on US$ denominated debt Realized gain (loss) on US$ denominated debt repayments

$

(4,221) 10,580

$

21,922 (3,495)

Total non-cash gain on US$ denominated transactions Realized cash gain on US$ denominated transactions

$

6,359 53

$

18,427 2,286

Total foreign exchange gain

$

6,412

$

20,713

18. COMMITMENTS AND CONTINGENCIES Following is a summary of the Trust’s contractual obligations and commitments as at December 31, 2005: Payments Due By Period 2009-2010 Thereafter

2006

2007-2008

Debt repayments (1) Reclamation fund contributions (2) Purchase commitments Operating leases Derivative contract premiums (3) Retention bonuses

– 6.1 2.4 4.1 12.4 1.0

279.4 11.8 3.4 8.1 – 1.0

49.2 10.2 3.2 7.3 – –

198.0 80.9 8.0 – – –

526.6 109.0 17.0 19.5 12.4 2.0

Total contractual obligations

26.0

303.7

69.9

286.9

686.5

($ millions)

(1) (2) (3)

Total

Includes long-term and short-term debt. Contribution commitments to a restricted reclamation fund associated with the Redwater property acquired in the Redwater and NPCU acquisition. Fixed premiums to be paid in future periods on certain commodity derivative contracts.

The Trust enters into commitments for capital expenditures in advance of the expenditures being made. At a given point in time, it is estimated that the Trust has committed to capital expenditures by means of giving the necessary authorizations to incur capital in a future period. This commitment has not been disclosed in the above commitment table as it is of a routine nature and is part of normal course of operations for active oil and gas companies and trusts. Other items excluded from the commitment table above include commitments regarding asset retirement obligations and the Whole Unit Plan. These amounts have been accrued for, however, the final payment amounts are uncertain and are therefore excluded above. The Trust has certain sales contracts with aggregators whereby the price received by the Trust is dependent upon the contracts entered into by the aggregator. The Trust has an obligation for future fixed transportation charges, pursuant to one aggregator contract, for which the transportation is not physically being utilized due to a shortage of demand. The Trust has estimated that its total future liability for the future transportation charges approximates $10 million over the period 2006 through 2012. This transportation charge will be realized as a reduction of the Trust’s net gas price over the corresponding period as the charges are incurred. For all other aggregator contracts, prices received by the Trust closely track to market prices. The Trust is involved in litigation and claims arising in the normal course of operations. Management is of the opinion that any resulting settlements would not materially affect the Trust’s financial position or reported results of operations. In addition to the above, the Trust has commitments related to its risk management program (see Note 9).

19. SUBSEQUENT EVENTS FINANCIAL WTI CRUDE OIL CONTRACTS On January 12, 2006, the Trust entered into a series of $55 – $90 ($40) 3-way collars for the period February 2006 to December 2009 for 5,000 bbl per day. The contracts will result in a $7.5 million premium payment during the duration of the contracts. PROPERTY ACQUISITIONS During January 2006, the Trust acquired property, plant, and equipment for consideration of $26 million.

74


F I N A N C I A L S TAT E M E N TS

20. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES The consolidated financial statements have been prepared in accordance with Canadian GAAP, which differs in some respects from US GAAP. Any differences in accounting principles as they pertain to the accompanying consolidated financial statements are immaterial except as described below: The application of US GAAP would have the following effect on net income as reported. 2005

2004

Net income as reported for Canadian GAAP Adjustments: Depletion and depreciation (a) Unrealized gain on derivative instruments (c) Unit based compensation (b) Non-controlling interest (e) Effect of applicable income taxes on the above adjustments

$

356,935

$

Net income under US GAAP

$

365,488

$

267,005

$ $

1.91 1.90

$ $

1.43 1.42

Comprehensive income: Net income under US GAAP Unrealized gain (loss) on derivative instruments, net of applicable income taxes

$

365,488 1,593

$

267,005 (2,441)

Comprehensive income (c)

$

367,081

$

264,564

19,004 13,721 (9,219) 3,951 (2,142)

AR 2005

15,639 – (7,274) 5,545 (5,357)

241,690

Net income per trust unit (Note 16) Basic (f) Diluted (f)

The application of US GAAP would have the following effect on the consolidated balance sheets as reported: 2005 Canadian GAAP Property, plant and equipment Commodity and foreign currency contracts Future income taxes Non-controlling interest (e) Temporary equity (d) Unitholders’ capital Contributed surplus Accumulated earnings Accumulated other comprehensive loss

$ 2,929,977 (4,042) (515,877) (37,494) – (2,230,842) (6,382) (1,235,742) –

2004 US GAAP

$

2,797,398 (5,261) (491,831) – (5,077,983) – – 1,676,473 802

Canadian GAAP $ 2,016,646 (4,042) (300,406) (35,967) – (1,926,351) (6,475) (878,807) –

US GAAP $ 1,868,428 (7,685) (270,173) – (3,379,594) – – 651,227 2,395

The above noted differences between Canadian GAAP and US GAAP are the result of the following: (a) The Trust performs an impairment test that limits net capitalized costs to the discounted estimated future net revenue from proved and risked probable oil and natural gas reserves plus the cost of unproved properties less impairment, using forward prices. For Canadian GAAP the discount rate used must be equal to a risk free interest rate. Under US GAAP, companies using the full cost method of accounting for oil and gas producing activities perform a ceiling test on each cost centre using discounted estimated future net revenue from proved oil and gas reserves using a discount rate of 10 per cent. Prices used in the US GAAP ceiling tests are those in effect at year end. The amounts recorded for depletion and depreciation have been adjusted in the periods following the additional write-downs taken under US GAAP to reflect the impact of the reduction of depletable costs. (b) For US GAAP purposes, the Rights Plan has been accounted for as a variable compensation plan as the exercise price of the rights is subject to downward revisions from time to time. Accordingly, compensation expense is determined as the excess of the market price over the adjusted exercise price of the rights at the end of each reporting period and is deferred and recognized in income over the vesting period of the rights. After the rights have vested, compensation expense is recognized in income in the period in which a change in the market price of the units or the exercise price of the rights occurs. Canadian GAAP requires that all unit-based compensation plans be fair valued. As such, an adjustment to earnings has been recorded to reflect the additional compensation expense on rights issued prior to January 1, 2003 for US GAAP purposes and for the difference between the intrinsic value and the fair value of rights issued since that time which are still outstanding at December 31, 2005. 75


F I N A N C I A L S TAT E M E N TS

(c) US GAAP requires that all derivative instruments (including derivative instruments embedded in other contracts), as defined, be recorded on the consolidated balance sheet as either an asset or liability measured at fair value and requires that changes in fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Hedge accounting treatment allows unrealized gains and losses to be deferred in other comprehensive income (for the effective portion of the hedge) until such time as the forecasted transaction occurs, and requires that a company formally document, designate, and assess the effectiveness of derivative instruments that receive hedge accounting treatment. Under Canadian GAAP, derivative instruments that meet these specific hedge accounting criteria are not recorded on the consolidated balance sheet. In addition, unrealized gains and losses on effective hedges are not recorded in the financial statements. The Trust formally documented and designated all hedging relationships and verified that its hedging instruments were effective in offsetting changes in actual prices and rates received by the Trust. Hedge effectiveness is monitored and any ineffectiveness is reported in the consolidated statement of income.

AR 2005

A reconciliation of the components of accumulated other comprehensive income related to all derivative positions is as follows: 2005 Gross Accumulated other comprehensive (loss) income, beginning of year Effect of change in corporate tax rate Reclassification of net realized gains into earnings Net change in fair value of derivative instruments Accumulated other comprehensive loss, end of year

2004 After Tax

Gross

After Tax

$

(3,643) – (799) 3,223

$

(2,395) – (529) 2,122

$

78 – (969) (2,752)

$

46 (5) (637) (1,799)

$

(1,219)

$

(802)

$

(3,643)

$

(2,395)

(d) Under US GAAP, as the units are redeemable at the option of the unitholder, the units must be valued at their redemption amount and presented as temporary equity in the consolidated balance sheet. The redemption value of the units is determined with respect to the trading value of the units and the unit equivalent of the exchangeable shares at each balance sheet date. Under Canadian GAAP, all units are classified as permanent equity. As at December 31, 2005 and 2004, the Trust has classified $5.1 billion and $3.4 billion, respectively, as temporary equity in accordance with US GAAP. Changes in redemption value between periods are charged or credited to accumulated earnings. (e) Under Canadian GAAP, ARL Exchangeable Shares are classified as non-controlling interest to reflect a minority ownership in one of the Trust’s subsidiaries. As these exchangeable shares must ultimately be converted into units, the exchangeable shares are classified as temporary equity along with the units for US GAAP purposes. (f) Under Canadian GAAP, basic net income per unit is calculated based on net income after non-controlling interest divided by weighted average units and diluted net income per unit is calculated based on net income before non-controlling interest divided by dilutive units. Under US GAAP, as the exchangeable shares are classified in the same manner as the units with no non-controlling interest treatment, basic net income per unit is calculated based on net income divided by weighted average units and the unit equivalent of the outstanding exchangeable shares. Concurrently, diluted net income per unit is calculated based on net income divided by a sum of the weighted average units, the unit equivalent of the outstanding exchangeable shares, and the dilutive impact of rights. (g) In 2005 and 2004, the FASB and the CICA issued new and revised standards, all of which were assessed by management to be not applicable to the Trust with the exception of the following: • In December 2004, the FASB Issued SFAS No. 123R, “Share Based Payments”, which addresses the issue of measuring compensation cost associated with Share Based Payment plans. This statement requires that all such plans, for public entities, be measured at fair value using an option pricing model whereas previously certain plans could be measured using either a fair value method or an intrinsic value method. The revision is intended to increase the consistency and comparability of financial results by only allowing one method of application. This revised standard is effective fiscal year 2006. The Trust will adopt SFAS 123R on January 1, 2006 and will determine the impact in 2006. • In 2004, FASB issued FAS 153 “Exchange of Non-monetary Assets”. This statement is an amendment of APB Opinion No. 29 “Accounting for Non-monetary Transactions”. Based on the guidance in APB Opinion No. 29, exchanges of non-monetary assets are to be measured based on the fair value of the assets exchanged. Furthermore, APB Opinion No. 29 previously allowed for certain exceptions to this fair value principle. FAS 153 eliminates APB Opinion No. 29’s exception to fair value for non-monetary exchanges of similar productive assets and replaces this with a general exception for exchanges of non-monetary assets which do not have commercial substance. For purposes of this statement, a nonmonetary exchange is defined as having commercial substance when the future cash flows of an entity are expected to change significantly as a result of the exchange. The provisions of this statement are effective for non-monetary asset exchanges which occur in fiscal periods beginning after June 15, 2005 and are to be applied prospectively. Earlier

76


F I N A N C I A L S TAT E M E N TS

application is permitted for non-monetary asset exchanges which occur in fiscal periods beginning after the issue date of this statement. Currently, this statement does not have an impact on the Trust; however, this may result in a future impact to the Trust if it enters into any non-monetary asset exchanges. • In May 2005, FASB issued FAS 154, “Accounting Changes in Error Corrections”, changes the requirements for the accounting for and reporting of a change in accounting principle. The standard is effective for the Trust in fiscal 2006

AR 2005

• In January 2005, the CICA approved Handbook Section 1530, “Comprehensive Income”. The new standard is intended to harmonize Canadian GAAP with US GAAP. The new standard is effective for the Trust in the first quarter of 2007.

77


OFFICERS & SR. MGMT AR 2005

OFFICERS AND SENIOR MANAGEMENT JOHN P. DIELWART, B.SC., P.ENG. Mr. Dielwart is President and Chief Executive Officer of ARC Resources Ltd. and has overall management responsibility for the Trust. Prior to joining ARC in 1994, Mr. Dielwart spent 12 years with a major Calgary based oil and natural gas engineering consulting firm, as senior vice-president and a director, where he gained extensive technical knowledge of oil and natural gas properties in western Canada. He began his career working for five years with a major oil and natural gas company in Calgary. Mr. Dielwart is a Past-Chairman of the board of governors for the Canadian Association of Petroleum Producers (“CAPP”). He holds a Bachelor of Science with Distinction (Civil Engineering) degree, University of Calgary. He has been a director of ARC since 1996. STEVEN W. SINCLAIR, B. COMM., CA Mr. Sinclair is Senior Vice-President Finance and Chief Financial Officer of ARC Resources Ltd. and oversees all of the financial and marketing affairs of ARC Energy Trust. Mr. Sinclair has a Bachelor of Commerce from the University of Calgary, obtained his Chartered Accountant’s designation in 1981 and has over 20 years experience within the finance, accounting and taxation areas of the oil and gas industry. Mr. Sinclair has been with ARC since 1996. MYRON M. STADNYK, P.ENG. Mr. Stadnyk is Senior Vice-President and Chief Operating Officer of ARC Resources Ltd. and is responsible for all of ARC’s operational and land activities as well as engineering, geology and geophysics related activities. He has over 20 years experience in all aspects of oil and gas production operations. Prior to joining ARC in 1997, Mr. Stadnyk worked with a major oil and gas company in both domestic and international operations and oil and gas facility design and construction. He has a B.Sc. in Mechanical Engineering and is a member of the Association of Professional Engineers in Alberta, Saskatchewan and British Columbia. DOUG J. BONNER, P.ENG. Mr. Bonner is Senior Vice-President, Corporate Development of ARC Resources Ltd. and is responsible for the strategic development and expansion of ARC’s assets. He holds a B.Sc. in Geological Engineering from the University of Manitoba. Mr. Bonner’s major area of expertise is reservoir engineering and he has extensive technical knowledge of oil and natural gas fields throughout western Canada, the east coast and northern Canada. Prior to joining ARC in 1996, Mr. Bonner spent 18 years with various major oil and natural gas companies in positions of increasing responsibility. DAVID P. CAREY, P.ENG. Mr. Carey is Senior Vice-President, Capital Markets of ARC Resources Ltd. and is responsible for all facets of investor relations and corporate governance. He holds both a B.Sc. in Geological Engineering and a MBA from Queen’s University. Mr. Carey has over 20 years of diverse experience in the Canadian and International energy industries covering exploration, production and project evaluations in western Canada, oilsands, the Canadian frontiers and internationally. Prior to joining ARC in 2001, Mr. Carey held senior positions with Athabasca Oil Sands Investments Inc. and Gulf Canada Resources.

78


OFFICERS & SR. MGMT AR 2005

SUSAN D. HEALY, P. LAND Ms. Healy is Senior Vice-President, Corporate Services of ARC Resources Ltd. and oversees all human resources, information technology and office services related activities. Ms. Healy joined the Trust at inception in July 1996, bringing with her at that time, over 17 years of diverse experience gained from working with junior and senior oil and gas companies. TERRY M. ANDERSON, P.ENG. Mr. Anderson is Vice-President, Operations of ARC Resources Ltd. and is responsible for all of ARC’s operational activities. He has a B.Sc. in Petroleum Engineering and is a member of the Association of Professional Engineers in Alberta, Saskatchewan and British Columbia. Mr. Anderson has 12 years of experience in drilling, completion, pipeline, facility and production operations. Prior to joining ARC in 2000, he worked at a major oil and gas company. YVAN CHRETIEN, B.COMM. Mr. Chretien is Vice-President, Land of ARC Resources Ltd. and is responsible for all of ARC’s land related activities. He has 15 years of land related experience. Prior to joining ARC in 2001, Mr Chretien worked for both senior and intermediate oil and gas companies. P. VAN R. DAFOE, B. COMM., CMA Mr. Dafoe is Treasurer of ARC Resources Ltd. and is responsible for all of ARC’s Treasury related activities. He has a Bachelor of Commerce – Honours from the University of Manitoba and obtained his Certified Management Accountant’s designation in 1995. Mr. Dafoe joined ARC in 1999 after 13 years with various companies in the finance and accounting area of the oil and gas industry. ALLAN R. TWA, Q.C. Mr. Twa acts as Corporate Secretary of ARC Resources Ltd. A member of the Alberta Bar since 1971, Mr. Twa is a partner in the law firm Burnet, Duckworth & Palmer LLP. Mr. Twa holds a B.A. (Political Science) from the University of Calgary, a LL.B. from the University of Alberta and a LL.M. from the University of London, England. Over the last 30 years, Mr. Twa has been engaged in a legal practice involving legal administration of public companies and trusts, corporate finance, and mergers and acquisitions.

79


DIRECTORS AR 2005

BOARD OF DIRECTORS FRED C. COLES, B.SC., P.ENG. Mr. Coles is founder and President of Menehune Resources Ltd., having previously served as the Executive Chairman of Applied Terravision Systems Inc. to March 15, 2002. In his earlier career Mr. Coles worked as a reservoir engineer for a number of oil and gas companies, prior to undertaking the role of Chairman and President of an engineering consulting firm specializing in oil and gas. Mr. Coles also sits as a Director on the boards of the following oil and gas companies: Cyries Energy Inc., Deep Resources Ltd., Progress Energy Trust, Crew Energy Inc., Masters Energy Inc., High Point Resources Inc. and Mission Oil and Gas Inc. He is a member of the Association for Professional Engineers, Geologists and Geophysicists of Alberta and the Canadian Institute of Mining, Metallurgy and Petroleum. Mr. Coles has been a Director of ARC since 1996. WALTER DEBONI, P.ENG., MBA Mr. DeBoni recently retired from Husky Energy Inc. where he held the position of VP, Canada Frontier & International Business. Prior to this Mr. DeBoni was CEO of Bow Valley Energy for a number of years. In addition to his time at Husky and Bow Valley he has also held numerous top executive posts in the oil and gas industry with major corporations. Mr. DeBoni holds a B.A.Sc. Chem. Eng. from the University of British Columbia, a MBA degree with a major in Finance from the University of Calgary and is a member of the Association of Professional Engineers, Geologists and Geophysicists of Alberta and the Society of Petroleum Engineers. He is a past Chairman of the Petroleum Society of CIM, a past Director of the Society of Petroleum Engineers and has been a Director of ARC since 1996. JOHN P. DIELWART, B.SC., P.ENG. Mr. Dielwart is President and CEO of ARC Resources Ltd. and has overall management responsibility for the Trust. Prior to joining ARC in 1994, Mr. Dielwart spent 12 years with a major Calgary based oil and natural gas engineering consulting firm, as senior vice-president and a director, where he gained extensive technical knowledge of oil and natural gas properties in Western Canada. He began his career working for five years with a major oil and natural gas company in Calgary. Mr. Dielwart is a PastChairman of the board of governors for the Canadian Association of Petroleum Producers (CAPP). He holds a Bachelor of Science with Distinction (Civil Engineering) degree, University of Calgary. He has also been a director of ARC since 1996. FRED DYMENT Mr. Dyment has 29 years experience in the oil and gas business and is currently an independent businessman. His past business career included positions as President and CEO for Maxx Petroleum and President and CEO of Ranger Oil Limited. Mr. Dyment received a Chartered Accountant designation from the province of Ontario in 1972. Mr. Dyment currently sits as a Director on the Boards of Tesco Corporation, Transglobe Energy Corporation and ZCL Composites Inc. He has been a Director of ARC since 2003. MICHAEL M. KANOVSKY, B.SC., P.ENG., MBA Mr. Kanovsky graduated from Queen’s University and the Ivey School of Business. Mr. Kanovsky’s business career included the position of VP of Corporate Finance with a major Canadian investment dealer followed by co-founding Northstar Energy Corporation and PowerLink Corporation (electrical cogeneration) where he served as Senior Executive Board Chariman and Director. Mr. Kanovsky is a Director of Bonavista Petroleum Inc., Devon Energy Corporation, Transalta Corporation and Pure Technologies Inc. He has been a Director of ARC since 1996. 80


DIRECTORS AR 2005

HERB PINDER, B.ARTS, LL.B., MBA Mr. Pinder has gained extensive experience as a director on various public company boards over the last twenty years. As a result he brings an extensive business background to ARC covering several industries and a broad knowledge of corporate governance. Currently, Mr. Pinder is the President of the Goal Group, a private equity management firm located in Saskatoon, Saskatchewan. He is a director of the Saskatchewan Wheat Pool and C1 Energy Ltd., as well as several private companies. Mr. Pinder also serves as a director of the C.D. Howe Institute and as a Trustee of the Fraser Institute. Mr Pinder became a director of ARC beginning in 2006. JOHN M. STEWART, B.SC., MBA Mr. Stewart is a founder and Vice-Chairman of ARC Financial Corporation where he holds senior executive responsibilities focused primarily within the area of private equity investment management. He holds a B.Sc. in Engineering from the University of Calgary and a MBA from the University of British Columbia. Prior to ARC Financial, he was a Director and Vice-President of a major national investment firm. His career and experience span nearly 30 years with a focus on oil and gas and finance. He is a director for ProEx Energy Ltd. Mr. Stewart has been a Director of ARC since 1996. MAC H. VAN WIELINGEN Mr. Van Wielingen has served as Vice-Chairman and Director of ARC Resources Ltd. since its formation in 1996. He is CoChairman and a founder of ARC Financial Corporation. Previously Mr. Van Wielingen was a Senior Vice-President and Director of a major national investment dealer responsible for all corporate finance activities in Alberta. He has managed numerous significant corporate merger and acquisition transactions, capital raising projects and equity investments relating to the energy sector. He is a director of Western Oil Sands Inc. Mr. Van Wielingen holds an Honours Business Degree from the University of Western Ontario Business School and has studied post-graduate Economics at Harvard University.

81


C O R P O R AT E I N F O

CORPORATE INFORMATION DIRECTORS

TRUSTEE AND TRANSFER AGENT

MAC H. VAN WIELINGEN (1) (3) (4) Chairman

COMPUTERSHARE TRUST COMPANY OF CANADA 600, 530 – 8TH AVENUE S.W. CALGARY, ALBERTA T2P 3S8 Telephone: (403) 267-6800

AR 2005

WALTER DEBONI (1) (4) (5) Vice-Chairman JOHN P. DIELWART President and Chief Executive Officer FREDERIC C. COLES (2) (3) (5) FRED J. DYMENT (1) (2) MICHAEL M. KANOVSKY (1) (2) HERB PINDER (3) (4) JOHN M. STEWART (3) (4) (5) (1) (2) (3) (4) (5)

Member of Audit Committee Member of Reserve Audit Committee Member of Human Resources and Compensation Committee Member of Policy and Board Governance Committee Health, Safety and Environment Committee

OFFICERS

DELOITTE & TOUCHE LLP CALGARY, ALBERTA

ENGINEERING CONSULTANTS GLJ PETROLEUM CONSULTANTS LTD. CALGARY, ALBERTA

LEGAL COUNSEL BURNET DUCKWORTH & PALMER LLP CALGARY, ALBERTA

STOCK EXCHANGE LISTING

JOHN P. DIELWART President and Chief Executive Officer

THE TORONTO STOCK EXCHANGE TRADING SYMBOLS:

DOUG J. BONNER Senior Vice-President, Corporate Development

AET.UN ARX

DAVID P. CAREY Senior Vice-President, Capital Markets

INVESTOR INFORMATION

SUSAN D. HEALY Senior Vice-President, Corporate Services

VISIT OUR WEBSITE AT www.arcenergytrust.com

STEVEN W. SINCLAIR Senior Vice-President Finance and Chief Financial Officer MYRON M. STADNYK Senior Vice-President and Chief Operating Officer

OR CONTACT: Investor Relations (403) 503-8600 or 1-888-272-4900 (Toll Free)

TERRY ANDERSON Vice-President, Operations

PRIVACY OFFICER

YVAN CHRETIEN Vice-President, Land P. VAN R. DAFOE Treasurer ALLAN R. TWA Corporate Secretary

EXECUTIVE OFFICE ARC ENERGY TRUST 2100, 440 – 2ND AVENUE S.W. CALGARY, ALBERTA T2P 5E9 Telephone: (403) 503-8600 Toll Free: 1-888-272-4900 Facsimile: (403) 503-8609 Website: www.arcenergytrust.com E-Mail: ir@arcresources.com

82

AUDITORS

(Trust Units) (Exchangeable Shares)

SUSAN D. HEALY privacy@arcresources.com Facsimile: (403) 509-7260


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ARC ENERGY TRUST ANNUAL REPORT 2005

GET INTERACTIVE WITH ARC ENERGY TRUST ALONG WITH OUR 2005 PRINT ANNUAL REPORT, WE ARE PROVIDING AN ONLINE VERSION CONTAINING THE IDENTICAL INFORMATION, EASY TO ACCESS WITH INTERACTIVE NAVIGATION.

WWW.AETREPORTS.COM

PROVEN PAST. PROM ISING FUTURE.

Suite 2100, 440 - 2 Avenue SW, Calgary, Alberta, Canada T2P 5E9 1-888-272-4900 (403) 503-8600 www.arcenergytrust.com

2005 AN N UAL R E PORT

2005  

Annual Report

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